Common use of Tax Distributions Clause in Contracts

Tax Distributions. On or before April 15th of each Fiscal Year, to the extent of any available cash, the Company shall distribute to each Member with respect to each Fiscal Year of the Company an amount of cash equal to the product of (a) the excess (if any) of the total amount of taxable income and gain of the Company over the total amount of losses, deductions (and credits, properly adjusted to equal the equivalent of a deduction) the Company allocated to the Member for such Fiscal Year for federal income tax purposes (as will be reflected on such Members’ Schedule K-1 to the Company’s IRS Form 1065) and taxable income and gain otherwise attributable to the Company and (b) the highest aggregate applicable federal and state individual or corporate marginal tax rate applicable to any Member with respect to the type of income being taxed (adjusted for the deductibility of state and local taxes) (i.e., the same rate shall be applied to each Member). Distributions pursuant to this Section 5.4 shall be made periodically during a Fiscal Year to correspond (i) with the timing of any estimated tax payments to the U.S. Internal Revenue Service (or other taxing authority) required of the Members based on the estimation of the Company’s net taxable income for the Fiscal Year and (ii) to the first due date of the income tax return of the Members (without regard to extensions) relating to such Fiscal Year. Notwithstanding the foregoing, (i) distributions payable to a Member for a Fiscal Year under this Section 5.4 shall be reduced by any distribution made to such Member under Section 5.3 with respect to such Fiscal Year such that no distributions shall be made pursuant to this Section 5.4 if distributions made with respect to a Fiscal Year under Section 5.3 exceed the distributions otherwise payable to a Member pursuant to this Section 5.4, and (ii) distributions made under this Section 5.4 to a Member shall be treated as advances against subsequent distributions otherwise payable to such Member pursuant to Section 5.3.

Tax Distributions. On (a) Notwithstanding anything to the contrary in Section 6.1, the Management Committee shall cause the Company from time to time to distribute to (x) RPH and Franklin (and to an option holder or before April 15th transferee who becomes a Member as a result of each option exercise or Unit transfer) an amount equal to the excess of (i) the amount by which the cumulative Company Estimated Net Taxable Income (defined below) for the applicable Fiscal YearYear (or portion thereof) to which such distribution relates which is allocable to such Member exceeds the cumulative Company Estimated Net Taxable Income allocated to such Member from prior Fiscal Years (provided such amount shall not be below zero), multiplied by the actual effective federal and state and local tax rates (including, to the extent of any available cashapplicable, the Company shall distribute to each Member with respect to each Fiscal Year of the Company an amount of cash equal to the product of (a) the excess (alternative minimum tax, if any) of the total amount of taxable income and gain of the Company over the total amount of losses, deductions (and credits, properly adjusted to equal the equivalent of a deduction) the Company allocated applicable to the Member for such Fiscal Year for federal income tax purposes (relevant corporation or individual, as will be reflected on such Members’ Schedule K-1 to the Company’s IRS Form 1065) and taxable income and gain otherwise attributable to case may be, in effect during the Company and (b) the highest aggregate applicable federal and state individual or corporate marginal tax rate applicable to any Member with respect to the type of income being taxed (adjusted for the deductibility of state and local taxes) (i.e., the same rate shall be applied to each Member). Distributions pursuant to this Section 5.4 shall be made periodically during a Fiscal Year to correspond (i) with the timing of any estimated tax payments to the U.S. Internal Revenue Service (or other taxing authority) required of the Members based on the estimation of the Company’s net taxable income for the Fiscal Year and which such distribution relates, over (ii) to the first due date sum of the income tax return of the Members (without regard to extensions) relating to such Fiscal Year. Notwithstanding the foregoing, (i) distributions payable to a Member for a Fiscal Year under this Section 5.4 shall be reduced by any distribution already made to such Member under Section 5.3 with respect to such during the relevant Fiscal Year such that no distributions shall be made pursuant to this Section 5.4 if distributions made with respect to a Fiscal Year under Section 5.3 exceed the distributions otherwise payable to a Member pursuant to this Section 5.4Year, and (y) the Vestar Entities an amount equal to the excess of (i) the amount by which the cumulative Company Estimated Net Taxable Income for the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable in the aggregate to the Vestar Entities exceeds the cumulative Company Estimated Net Taxable Income allocated to such Members from prior Fiscal Years, multiplied by the maximum marginal federal income and New York State and New York City individual tax rate (including, to the extent applicable, alternative minimum tax, if any) in effect during the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made in the aggregate to the Vestar Entities during the relevant Fiscal Year (distributions under this Section 5.4 (i) or (ii) being referred to a Member shall be treated herein as advances against subsequent distributions otherwise payable to such Member pursuant to Section 5.3.“Tax Distributions”). For these purposes, “

Tax Distributions. On or before April 15th of (i) With respect to each Fiscal Year, to the extent of any available cashMember, the Company shall distribute to each Member with respect to each Fiscal Year of calculate the Company an amount of cash equal to the product excess of (ax)(A) the excess (if any) of the total amount of taxable income and gain of the Company over the total amount of losses, deductions (and credits, properly adjusted to equal the equivalent of a deduction) the Company Income Amount allocated to the Member for such Fiscal Year for federal income tax purposes (as will be reflected on such Members’ Schedule K-1 to the Company’s IRS Form 1065) and taxable income and gain otherwise attributable to the Company and (b) the highest aggregate applicable federal and state individual or corporate marginal tax rate applicable to any Member with respect to the type of income being taxed (adjusted for the deductibility of state and local taxes) (i.e., the same rate shall be applied to each Member). Distributions pursuant to this Section 5.4 shall be made periodically during a Fiscal Year to correspond (i) with the timing of any estimated tax payments to the U.S. Internal Revenue Service (or other taxing authority) required of the Members based on the estimation of the Company’s net taxable income for the Fiscal Year and (ii) to the first due date of the income tax return of the Members (without regard to extensions) relating to such Fiscal Year. Notwithstanding the foregoing, (i) distributions payable to a Member for a Fiscal Year under this Section 5.4 shall be reduced by any distribution made allocable to such Member under Section 5.3 with for the Tax Estimation Period in question and for all preceding Tax Estimation Periods, if any, within the Taxable Year containing such Tax Estimation Period multiplied by (B) the Assumed Tax Rate over (y) the aggregate amount of all prior Tax Distributions in respect to of such Fiscal Taxable Year such that no distributions shall be and any Distributions made pursuant to this Section 5.4 if distributions made with respect to a Fiscal Year under Section 5.3 exceed the distributions otherwise payable to a Member pursuant to this Section 5.4, and (ii) distributions made under this Section 5.4 to a Member shall be treated as advances against subsequent distributions otherwise payable to such Member pursuant to Section 5.34.1(b) with respect to the Tax Estimation Period in question and any previous Tax Estimation Period falling in the Taxable Year containing the applicable Tax Estimation Period referred to in (x)(A) (the amount so calculated pursuant to this sentence is herein referred to as a “Tax Distribution”); provided, however, that the Managing Member may make adjustments in its reasonable discretion to reflect transactions occurring during the Taxable Year. For purposes of this Agreement, the “Income Amount” for a Tax Estimation Period shall equal, with respect to any Member, the net taxable income of the Company allocated or allocable to such Member for such Tax Estimation Period (excluding any compensation paid to a Member outside of this Agreement). For purposes of computing the Income Amount, taxable income shall be determined (i) without regard to any adjustments under Sections 732(d), 734(b) and 743(b) of the Code, (ii) by including adjustments to taxable income in respect of Section 704(c) of the Code, and (iii) by reducing such taxable income by taxable losses of the Company allocated to such Member for taxable periods (or portions thereof) beginning after the date hereof to the extent that such losses are of a character (ordinary or capital) that would permit the losses to be deducted by such Member against the current taxable income of the Company allocable to the Member for such Tax Estimation Period, are otherwise available to be utilized, and have not previously been taken into account in determining such Member’s Income Amount.

Tax Distributions. On (a) Subject to the limitations set forth in any indenture or before April 15th other credit, or other financing and warehousing or similar agreement governing indebtedness or other liabilities of the Company or any of its subsidiaries, as soon as practicable following the end of each Fiscal Quarterly Estimated Tax Period of each Taxable Year, the Company shall, to the extent of any available cash, the Company shall distribute to each Member with respect to each Fiscal Year cash of the Company Company, make a distribution in cash (each, a “ Tax Distribution ”), pro rata in accordance with the Percentage Interests in effect on the date of such Tax Distribution, in an amount of cash equal to the greater of (1) the excess of (i) the product of (ax) the excess (if any) of the total amount of taxable income and gain of the Company over attributable to such period and all prior Quarterly Estimated Tax Periods in such Taxable Year, based upon (I) the total amount of lossesinformation returns filed by the Company, deductions (and credits, properly as amended or adjusted to equal date, and (II) estimated amounts, in the equivalent case of a deduction) periods for which the Company allocated has not yet filed information returns (determined by disregarding any adjustment to the taxable income of any Member for such Fiscal Year for federal income tax purposes (as will be reflected on such Members’ Schedule K-1 to the Company’s IRS Form 1065that arises under Code section 743(b) and taxable income and gain otherwise is attributable to the acquisition by such Member of an interest in the Company and in a transaction described in Code section 743(a)), multiplied by (by) the highest aggregate applicable federal and state individual or corporate marginal tax rate applicable to any Member with respect to the type of income being taxed (adjusted for the deductibility of state and local taxes) (i.e.Assumed Tax Rate, the same rate shall be applied to each Member). Distributions pursuant to this Section 5.4 shall be made periodically during a Fiscal Year to correspond (i) with the timing of any estimated tax payments to the U.S. Internal Revenue Service (or other taxing authority) required of the Members based on the estimation of the Company’s net taxable income for the Fiscal Year and over (ii) to the first due date aggregate amount of distributions made by the income tax return of the Members (without regard to extensions) relating to such Fiscal Year. Notwithstanding the foregoing, (i) distributions payable to a Member for a Fiscal Year under this Section 5.4 shall be reduced by any distribution made to such Member under Section 5.3 Company with respect to such Fiscal Taxable Year such that no distributions shall be made pursuant to this Section 5.4 if distributions (treating any Tax Distribution made with respect to a Fiscal Year under Section 5.3 exceed the distributions otherwise payable to a Member pursuant to this Section 5.4income for such Taxable Year, regardless of when made, and any distribution other than a Tax Distribution made during such Taxable Year, as being made with respect to such Taxable Year) or (ii2) distributions made the amount necessary when paid to all the Members pro rata that will result in a payment to HLI sufficient to enable HLI to pay its actual tax liabilities (including estimated taxes) and all its other expenses and liabilities (including, but not limited to, its obligations under the Tax Receivable Agreement). In the case of the second and third Quarterly Estimated Tax Periods of each Taxable Year, the amount otherwise distributable under this Section 5.4 to a Member 6.4(a) shall be treated as advances against subsequent distributions otherwise payable adjusted upwards to such Member pursuant the extent necessary to Section 5.3take into account the applicable formula for calculating estimated tax payments required with respect thereto.

Tax Distributions. On or before April 15th of each Fiscal Year, to To the extent of there is taxable income for any taxable year and cash is available cashas determined by in good faith by the Board, the Board shall cause the Company shall distribute to make a tax distribution in cash no less often than quarterly (in advance of applicable deadlines for filing estimated taxes) to each Member with respect to each Fiscal Year of the Company (whether or not such Member or such Member’s investors are tax exempt) in an amount of cash equal to the excess of (i) the product of (aA) the cumulative taxable income allocable to such Member in excess (if any) of the total amount cumulative taxable loss allocable to such Member for all taxable years beginning on or after the date of this Agreement and prior to the year in which such distribution is being made, as estimated in good faith by the Board (it being understood that such cumulative tax losses will be taken into account only to the extent they offset taxable income in a prior taxable year or can be used to offset taxable income allocable to such Member in the current taxable year) and gain (B) the maximum effective combined tax rate, including any Medicare Contribution tax on net investment income, applicable to an individual or corporation resident in Boston, Massachusetts, whichever is higher for the relevant taxable year taking into account, if and to the extent applicable, the character of the relevant income or loss, the apportionment of the Company’s taxable income to certain states and localities, Section 199A of the Code, and the deductibility, subject to applicable limitations, of any state or local tax in computing any state or federal tax liability but not taking into account any adjustment to tax basis of the assets of the Company and its Subsidiaries under Section 743 of the Code (the “Tax Distribution Rate”), or such other rate as determined by the Board in its good faith discretion, over the total amount of losses, deductions (and credits, properly adjusted to equal the equivalent of a deductionii) the Company allocated to the Member for such Fiscal Year for federal income tax purposes (as will be reflected on such Members’ Schedule K-1 to the Company’s IRS Form 1065) and taxable income and gain otherwise attributable to the Company and (b) the highest aggregate applicable federal and state individual or corporate marginal tax rate applicable to any Member with respect to the type of income being taxed (adjusted for the deductibility of state and local taxes) (i.e., the same rate shall be applied to each Member). Distributions all prior distributions pursuant to this Section 5.4 shall for such taxable year. The parties hereto understand and agree that in the event that any credit agreement to which the Company or any of its Subsidiaries is a party limits the aggregate amount of Tax distributions that can be made periodically during for any taxable year to an amount less than the aggregate amount of Tax distributions that would be payable under the preceding sentence applying the Tax Distribution Rate, (I) the amount of Tax distributions that would otherwise be payable to WCAS and Walgreens shall first be reduced, but not below the amount of Tax distributions that WCAS and Walgreens would be entitled to receive applying the maximum effective combined tax rate applicable to a Fiscal Year corporation resident in Boston, Massachusetts after taking into account any adjustment to correspond (i) with the timing of any estimated tax payments to the U.S. Internal Revenue Service (or other taxing authority) required basis of the assets of the Company and its Subsidiaries under Section 743 of the Code, and (II) thereafter, any further reduction in the Tax distributions would be borne by the Members pro rata based on the estimation amount of the Company’s net taxable income for the Fiscal Year and (ii) to the first due date of the income tax return of the Members (without regard to extensions) relating to such Fiscal Year. Notwithstanding the foregoing, (i) Tax distributions payable to a Member for a Fiscal Year under this Section 5.4 shall be reduced by any distribution made to such Member under Section 5.3 with respect to such Fiscal Year such that no distributions shall be made pursuant to this Section 5.4 if distributions made with respect to a Fiscal Year under Section 5.3 exceed the distributions were otherwise payable to a Member pursuant to this Section 5.4, and them after any adjustment described in the foregoing clause (ii) I). Tax distributions made under this Section 5.4 to a Member shall be offset against and reduce the amount of the next succeeding distribution or distributions which such Member would otherwise be entitled to receive pursuant to this Agreement. To the extent that an amount otherwise distributable to a Member is so applied, it shall be treated for all purposes hereof as advances against subsequent distributions otherwise payable if such amount had actually been distributed to such Member pursuant to Section 5.3this Agreement.

Tax Distributions. On or before April 15th of each Fiscal YearSo long as the Company is treated as a partnership for federal income tax purposes, to the extent of any available cash, the Company shall distribute to each Member with respect to each Fiscal Year that funds of the Company are or may be available for distribution by the Company without violation of applicable law or Warehouse Facilities to which the Company is subject, in each Taxable Year, the Board shall cause the Company to make Distributions to each Unitholder in an amount of cash equal to the product of (aeach, a “Tax Distribution”) that equals (x) + (y), where (x) equals (i) the excess (if any) of the total amount of taxable income and gain allocable by the Company to such Unitholder in respect of such Taxable Year (excluding the effects of any adjustments under Section 734(b) or Section 743(b) of the Code), and net of taxable losses allocated by the Company over to the total amount Unitholder in respect of lossesprior Taxable Years beginning on or after February 1, deductions 2021 and not previously taken into account under this clause to the extent that such loss would be available under the Code to offset income of the Unitholder (or, as appropriate, the direct or indirect partners, members or shareholders of the Unitholder) determined as if income and creditsloss from the Company was the only income and loss of the Unitholder (or, properly adjusted to equal as appropriate, the equivalent direct or indirect partners, members or shareholders of a deductionthe Unitholders) in such Taxable Year and all prior Taxable Years beginning on or after February 1, 2021), multiplied by (ii) the Company allocated to the Member for such Fiscal Year for federal income tax purposes (as will be reflected on such Members’ Schedule K-1 to the Company’s IRS Form 1065) and taxable income and gain otherwise attributable to the Company applicable Assumed Tax Rate, and (by) equals the highest aggregate applicable federal and state individual or corporate marginal tax rate applicable to any Member Unsatisfied Tax Distribution Entitlement with respect to the type Unitholder determined as of income being taxed the end of the immediately preceding Taxable Year (adjusted for the deductibility avoidance of state and local taxes) (i.e.doubt, the same rate value of (y) may be negative if the Tax Distributions in an earlier year exceeded the amount described in (x) for such earlier year). The Tax Distributions required to be made pursuant to the previous sentence shall be applied made at least quarterly and shall be made no later than April 1, June 1, September 1 and December 1 of each calendar year unless otherwise determined by the Board. The portion of the Tax Distributions for a Taxable Year paid out to a Unitholder on any Tax Distribution payment date shall be a portion of the total Tax Distributions for such Taxable Year that is at least equal to such Unitholder’s next estimated income tax payment required solely as a result of such Unitholder’s ownership of Units. For the avoidance of doubt, following the filing of the Company’s Schedule K-1 for a Taxable Year, each Member)Unitholder’s Unsatisfied Tax Distribution Entitlement (including for the year with respect to which the Schedule K-1 was filed) shall be revised to reflect the difference, if any, between the cumulative amount of Tax Distributions actually made to such Unitholder for the Taxable Year to which such Schedule K-1 relates and the amount described in the first sentence of this Section 4.1(a) for such year. To the extent that a Unitholder otherwise would be entitled to receive less than its pro rata share (based on the number of Class A Common Units held by such Unitholder) of the aggregate Tax Distributions to be paid pursuant to this Section 5.4 shall be made periodically during a Fiscal Year to correspond (i4.1(a) with on any given date, the timing of any estimated tax payments to the U.S. Internal Revenue Service (or other taxing authority) required of the Members based on the estimation of the Company’s net taxable income for the Fiscal Year and (ii) to the first due date of the income tax return of the Members (without regard to extensions) relating to such Fiscal Year. Notwithstanding the foregoing, (i) distributions payable to a Member for a Fiscal Year under this Section 5.4 shall be reduced by any distribution made Tax Distributions to such Member under Section 5.3 with respect to such Fiscal Year such that no distributions shall be increased to ensure that all Distributions made pursuant to this Section 5.4 if distributions 4.1(a) are made pro rata to the Unitholders in accordance with the Unitholders’ respective pro rata share of the total Tax Distributions paid (based on the number of Class A Common Units held by each Unitholder). For any Taxable Year with respect to a Fiscal Year under Section 5.3 exceed which the distributions otherwise amount of Tax Distributions payable to a Member the Public Offering Entity pursuant to this Section 5.44.1(a) results in an increase to the Excess Tax Distribution Amount, and the amount of such increase (iithe “Incremental Excess Tax Distribution Amount”) distributions made under this Section 5.4 to a Member shall be treated as advances against subsequent distributions otherwise payable to such Member pursuant to Section 5.3in accordance with Exhibit A attached hereto.

Tax Distributions. On (a) Subject to the limitations set forth in any indenture or before April 15th other credit, or other financing and warehousing or similar agreement governing indebtedness or other liabilities of the Company or any of its subsidiaries, as soon as practicable following the end of each Fiscal Quarterly Estimated Tax Period of each Taxable Year, the Company shall, to the extent of any available cash, the Company shall distribute to each Member with respect to each Fiscal Year cash of the Company Company, make a distribution in cash (each, a “Tax Distribution”), pro rata in accordance with the Percentage Interests in effect on the date of such Tax Distribution, in an amount of cash equal to the greater of (1) the excess of (i) the product of (ax) the excess (if any) of the total amount of taxable income and gain of the Company over attributable to such period and all prior Quarterly Estimated Tax Periods in such Taxable Year, based upon (I) the total amount of lossesinformation returns filed by the Company, deductions (and credits, properly as amended or adjusted to equal date, and (II) estimated amounts, in the equivalent case of a deduction) periods for which the Company allocated has not yet filed information returns (determined by disregarding any adjustment to the taxable income of any Member for such Fiscal Year for federal income tax purposes (as will be reflected on such Members’ Schedule K-1 to the Company’s IRS Form 1065that arises under Code section 743(b) and taxable income and gain otherwise is attributable to the acquisition by such Member of an interest in the Company and in a transaction described in Code section 743(a)), multiplied by (by) the highest aggregate applicable federal and state individual or corporate marginal tax rate applicable to any Member with respect to the type of income being taxed (adjusted for the deductibility of state and local taxes) (i.e.Assumed Tax Rate, the same rate shall be applied to each Member). Distributions pursuant to this Section 5.4 shall be made periodically during a Fiscal Year to correspond (i) with the timing of any estimated tax payments to the U.S. Internal Revenue Service (or other taxing authority) required of the Members based on the estimation of the Company’s net taxable income for the Fiscal Year and over (ii) to the first due date aggregate amount of distributions made by the income tax return of the Members (without regard to extensions) relating to such Fiscal Year. Notwithstanding the foregoing, (i) distributions payable to a Member for a Fiscal Year under this Section 5.4 shall be reduced by any distribution made to such Member under Section 5.3 Company with respect to such Fiscal Taxable Year such that no distributions shall be made pursuant to this Section 5.4 if distributions (treating any Tax Distribution made with respect to a Fiscal Year under Section 5.3 exceed the distributions otherwise payable to a Member pursuant to this Section 5.4income for such Taxable Year, regardless of when made, and any distribution other than a Tax Distribution made during such Taxable Year, as being made with respect to such Taxable Year) or (ii2) distributions made the amount necessary when paid to all the Members pro rata that will result in a payment to HLI sufficient to enable HLI to pay its actual tax liabilities (including estimated taxes) and all its other expenses and liabilities (including, but not limited to, its obligations under the Tax Receivable Agreement). In the case of the second and third Quarterly Estimated Tax Periods of each Taxable Year, the amount otherwise distributable under this Section 5.4 to a Member 5.4(a) shall be treated as advances against subsequent distributions otherwise payable adjusted upwards to such Member pursuant the extent necessary to Section 5.3take into account the applicable formula for calculating estimated tax payments required with respect thereto.

Tax Distributions. On or before April 15th of each Notwithstanding anything in Section 6.05, from time to time, but no less frequently than once per Fiscal Year, the Managers will use their best efforts to the extent of any available cash, cause the Company shall to distribute to each Member with respect to each Fiscal Year of the Company an amount of cash equal to the product of (a) the excess Cash Flow (if any) to each Member (or withhold and deposit with the appropriate tax authority) (“Tax Distributions”) solely for the purpose of permitting each Member to pay its U.S. federal and state income tax that such Member may be obligated to pay solely as a result of being a Member in the total Company and receiving an allocation of Net Profits, income or gain pursuant to this Article VI (“Tax Liability”). Except as provided below, Tax Distributions shall be an amount equal to the excess, if any, of (i) the amount reasonably estimated by the Managers for the purposes of this Section 6.06 to fully pay each Member’s Tax Liability for the period for which Tax Distributions are being made (the “Applicable Period”), over (ii) the amount of taxable income and gain of the Company over the total amount of losses, deductions (and credits, properly adjusted to equal the equivalent of a deduction) the Company allocated distributions made to the Member pursuant to Section 6.05 for such Fiscal Year the Applicable Period, if any. For purposes of making this estimate, the Managers may assume that each Member will pay taxes for federal income tax purposes (as will be reflected on such Members’ Schedule K-1 to the Company’s IRS Form 1065) and taxable income and gain otherwise attributable to Applicable Period at the Company and (b) the highest aggregate maximum marginal applicable federal and state individual or corporate marginal income tax rate rates that are applicable to individuals taking account of any Member with differences in rates applicable to ordinary income and capital gains and any allowable deductions in respect to the type of income being taxed (adjusted for the deductibility of such state and local taxes) (i.e., taxes in computing a Member’s liability for federal income tax. If the same rate shall be applied Managers determine that there is not sufficient Cash Flow available to make distributions equal in amount to each Member). Distributions pursuant to this Section 5.4 ’s Tax Liability for any Applicable Period, the available Cash Flow, if any, shall be made periodically during a Fiscal Year to correspond (i) with the timing of any estimated tax payments distributed to the U.S. Internal Revenue Service (or other taxing authority) required of the Members based on the estimation of the Company’s net taxable income for the Fiscal Year and (ii) to the first due date of the income tax return of the Members (without regard to extensions) relating to such Fiscal Yearin accordance with their Percentage Interests. Notwithstanding the foregoing, (i) distributions payable to a Member for a Fiscal Year under this Section 5.4 Tax Distributions shall be reduced by any distribution made considered to such Member under Section 5.3 with respect be advance distributions of amounts distributable to such Fiscal Year such that no distributions shall be made pursuant to this Section 5.4 if distributions made with respect to a Fiscal Year under Section 5.3 exceed the distributions otherwise payable to a Member pursuant to this Section 5.4, and (ii) distributions made under this Section 5.4 to a Member shall be treated as advances against subsequent distributions otherwise payable to such each Member pursuant to Section 5.36.05. The Managers and the Company shall not have any liability or responsibility (except with respect to fraud and willful misconduct) for the accuracy of any estimate or any Member’s failure to timely pay its taxes when due.

Tax Distributions. On (a) Subject to the limitations set forth in any indenture or before April 15th other credit, or other financing and warehousing or similar agreement governing indebtedness or other liabilities of the Company or any of its subsidiaries, as soon as practicable following the end of each Fiscal Quarterly Estimated Tax Period of each Taxable Year, the Company shall, to the extent of any available cash, the Company shall distribute to each Member with respect to each Fiscal Year cash of the Company Company, make a distribution in cash (each, a “ Tax Distribution ”), pro rata in accordance with the Percentage Interests in effect on the date of such Tax Distribution, in an amount of cash equal to the greater of (1) the excess of (i) the product of (ax) the excess (if any) of the total amount of taxable income and gain of the Company over attributable to such period and all prior Quarterly Estimated Tax Periods in such Taxable Year, based upon (I) the total amount of lossesinformation returns filed by the Company, deductions (and credits, properly as amended or adjusted to equal date, and (II) estimated amounts, in the equivalent case of a deduction) periods for which the Company allocated has not yet filed information returns (determined by disregarding any adjustment to the taxable income of any Member for such Fiscal Year for federal income tax purposes (as will be reflected on such Members’ Schedule K-1 to the Company’s IRS Form 1065that arises under Code section 743(b) and taxable income and gain otherwise is attributable to the acquisition by such Member of an interest in the Company and in a transaction described in Code section 743(a)), multiplied by (by) the highest aggregate applicable federal and state individual or corporate marginal tax rate applicable to any Member with respect to the type of income being taxed (adjusted for the deductibility of state and local taxes) (i.e.Assumed Tax Rate, the same rate shall be applied to each Member). Distributions pursuant to this Section 5.4 shall be made periodically during a Fiscal Year to correspond (i) with the timing of any estimated tax payments to the U.S. Internal Revenue Service (or other taxing authority) required of the Members based on the estimation of the Company’s net taxable income for the Fiscal Year and over (ii) to the first due date aggregate amount of distributions made by the income tax return of the Members (without regard to extensions) relating to such Fiscal Year. Notwithstanding the foregoing, (i) distributions payable to a Member for a Fiscal Year under this Section 5.4 shall be reduced by any distribution made to such Member under Section 5.3 Company with respect to such Fiscal Taxable Year such that no distributions shall be made pursuant to this Section 5.4 if distributions (treating any Tax Distribution made with respect to a Fiscal Year under Section 5.3 exceed the distributions otherwise payable to a Member pursuant to this Section 5.4income for such Taxable Year, regardless of when made, and any distribution other than a Tax Distribution made during such Taxable Year, as being made with respect to such Taxable Year) or (ii2) distributions made the amount necessary when paid to all the Members pro rata that will result in a payment to HLI sufficient to enable HLI to pay its actual tax liabilities (including estimated taxes) and all its other expenses and liabilities (including, but not limited to, its obligations under the Tax Receivable Agreement). In the case of the second and third Quarterly Estimated Tax Periods of each Taxable Year, the amount otherwise distributable under this Section 5.4 to a Member 5.4(a) shall be treated as advances against subsequent distributions otherwise payable adjusted upwards to such Member pursuant the extent necessary to Section 5.3take into account the applicable formula for calculating estimated tax payments required with respect thereto.

Tax Distributions. On or before April 15th of each Fiscal YearPrior to making any distributions under Section 5.01(a), the Company shall, to the extent it has available cash (subject to the maintenance by the Company of any available cashappropriate reserves (as determined by the Board)), promptly declare and make cash distributions pursuant hereto to the Members to allow the federal, state and local income tax (including, without limitation, estimated tax payments) attributable to the Company’s taxable income that is allocated to the Members consistent with Section 5.03 of this Agreement to be paid by such Members when due. To satisfy this requirement, the Company shall distribute pay to each Member on or before five (5) Business Days prior to the end of each calendar quarter, an amount (a “Tax Distribution”) so that the cumulative amount of Tax Distributions to such Member with respect to each Fiscal Year of the Company an amount of cash such quarter is at least equal to the excess of (A) the product of (a) the excess (if any) of the total amount of taxable income and gain of the Company over the total amount of losses, deductions (and credits, properly adjusted to equal the equivalent of a deduction) the Company allocated to the Member for such Fiscal Year for federal income tax purposes (as will be reflected on such Members’ Schedule K-1 to the Company’s IRS Form 1065) and taxable income and gain otherwise attributable to the Company and (b) the highest aggregate applicable federal and state individual or corporate marginal tax rate applicable to any Member with respect to the type of income being taxed (adjusted for the deductibility of state and local taxes) (i.e., the same rate shall be applied to each Member). Distributions pursuant to this Section 5.4 shall be made periodically during a Fiscal Year to correspond (i) with the timing of any estimated tax payments to the U.S. Internal Revenue Service (or other taxing authority) required of the Members based on the estimation of the Company’s net taxable income allocated to such Member for the Fiscal Year and such fiscal quarter multiplied by (ii) the highest applicable marginal income tax rate (taking into account federal, state and local taxes, the character of such income, and any deduction attributable to state and local income taxes) for an individual taxpayer or a corporation (as relevant) over (B) the first due date sum of the distributions made (or declared by the Board) to, or for the benefit of, such Member pursuant to this Agreement (including pursuant to Section 5.01(a) and this Section 5.01(c)) during such fiscal year or since the end of such fiscal year but before (or at the same time as) the date such Tax Distribution is paid and that have not previously been taken into account to reduce a prior Tax Distribution. In the event that the actual amount of taxable income tax return of the Members (without regard to extensions) relating to such Fiscal Year. Notwithstanding the foregoing, (i) distributions payable allocated to a Member for a Fiscal Year under this Section 5.4 fiscal year is different from the aggregate of the quarterly estimated amounts used to make Tax Distributions (or if the amount of taxable income so allocated is subsequently adjusted by a taxing authority as the result of an audit or similar proceeding) additional Tax Distributions shall be reduced by any distribution made to such Member (in the event of an increase in taxable income) or future Tax Distributions will be reduced (in the event of a decrease) to adjust for such differences. Notwithstanding anything to the contrary herein, no Tax Distributions under this Section 5.3 5.01(c) will be required to be made with respect to such Fiscal Year such that no distributions any net taxable income of the Company attributable to the sale or exchange or other distribution of all or substantially all of the Company’s assets or to the liquidation of the Company. Tax Distributions shall be made to each Member in proportion to the taxable income allocated to such Member in the relevant tax years. Any distribution made pursuant to this Section 5.4 if distributions made with respect to a Fiscal Year under Section 5.3 exceed the distributions otherwise payable to a Member pursuant to this Section 5.4, and (ii5.01(c) distributions made under this Section 5.4 to a Member shall be treated as advances against subsequent an advance on any distributions otherwise payable to such Member made pursuant to Section 5.35.01(a) and other provisions of this Agreement that reference Section 5.01(a).

Tax Distributions. On (a) Subject to the limitations set forth in any indenture or before April 15th other credit, or other financing and warehousing or similar agreement governing indebtedness or other liabilities of the Company or any of its subsidiaries, no later than the 10th day following the end of each Fiscal Quarterly Estimated Tax Period of each Taxable Year, the Company shall, to the extent of any available cash, the Company shall distribute to each Member with respect to each Fiscal Year cash of the Company Company, make a distribution in cash (each, a “Tax Distribution”), pro rata in accordance with the Percentage Interests in effect on the date of such Tax Distribution, in an amount of cash equal to the greater of (1) the excess of (i) the product of (ax) the excess (if any) of the total amount of taxable income and gain of the Company over attributable to such period and all prior Quarterly Estimated Tax Periods in such Taxable Year, based upon (I) the total amount of lossesinformation returns filed by the Company, deductions (and credits, properly as amended or adjusted to equal date, and (II) estimated amounts, in the equivalent case of a deduction) periods for which the Company allocated has not yet filed information returns (determined by disregarding any adjustment to the taxable income of any Member for such Fiscal Year for federal income tax purposes (as will be reflected on such Members’ Schedule K-1 to the Company’s IRS Form 1065that arises under Code section 743(b) and taxable income and gain otherwise is attributable to the acquisition by such Member of an interest in the Company and in a transaction described in Code section 743(a)), multiplied by (by) the highest aggregate applicable federal and state individual or corporate marginal tax rate applicable to any Member with respect to the type of income being taxed (adjusted for the deductibility of state and local taxes) (i.e.Assumed Tax Rate, the same rate shall be applied to each Member). Distributions pursuant to this Section 5.4 shall be made periodically during a Fiscal Year to correspond (i) with the timing of any estimated tax payments to the U.S. Internal Revenue Service (or other taxing authority) required of the Members based on the estimation of the Company’s net taxable income for the Fiscal Year and over (ii) to the first due date aggregate amount of distributions made by the income tax return of the Members (without regard to extensions) relating to such Fiscal Year. Notwithstanding the foregoing, (i) distributions payable to a Member for a Fiscal Year under this Section 5.4 shall be reduced by any distribution made to such Member under Section 5.3 Company with respect to such Fiscal Taxable Year such that no distributions shall be made pursuant to this Section 5.4 if distributions (treating any Tax Distribution made with respect to a Fiscal Year under Section 5.3 exceed the distributions otherwise payable to a Member pursuant to this Section 5.4income for such Taxable Year, regardless of when made, and any distribution other than a Tax Distribution made during such Taxable Year, as being made with respect to such Taxable Year) or (ii2) distributions made the amount necessary when paid to all the Members pro rata that will result in a payment to HLI sufficient to enable HLI to pay its actual tax liabilities (including estimated taxes) and all its other expenses and liabilities (including, but not limited to, its obligations under the Tax Receivable Agreement). In the case of the second and third Quarterly Estimated Tax Periods of each Taxable Year, the amount otherwise distributable under this Section 5.4 to a Member 5.4(a) shall be treated as advances against subsequent distributions otherwise payable adjusted upwards to such Member pursuant the extent necessary to Section 5.3take into account the applicable formula for calculating estimated tax payments required with respect thereto.

Tax Distributions. On Subject to the limitations set forth in any indenture or before April 15th other credit, or other financing and warehousing or similar agreement governing indebtedness or other liabilities of the Company or any of its subsidiaries (any such limitation, a “Credit Limitation”), no later than (i) the tenth (10th) day following the end of each of the first, second, and third Quarterly Estimated Tax Period of each Fiscal Year and (ii) December 10th (with respect to the fourth Quarterly Estimated Tax Period) of each Fiscal Year, the Company shall, to the extent of any available cashcash of the Company, the Company shall distribute make a distribution in cash (each, a “Tax Distribution”) to each Member with respect to each Fiscal Year of the Company in an amount of cash equal to the excess of (A) the product of (ax) the excess (if any) of the total amount of taxable income and gain of the Company (as computed for U.S. federal income tax purposes) attributable to such period and all prior quarterly periods in such Fiscal Year allocated by the Company to such Member, based upon (I) the information returns filed by the Company, as amended or adjusted to date, and (II) estimated amounts, in the case of periods for which the Company has not yet filed information returns (determined by disregarding any adjustment to the taxable income of any Member that arises under Code section 743(b) and is attributable to the acquisition by such Member of an interest in the Company in a transaction described in Code section 743(a)), multiplied by (y) the Assumed Tax Rate applicable to such Member, over (B) the total aggregate amount of losses, deductions (and credits, properly adjusted to equal the equivalent of a deduction) distributions made by the Company allocated with respect to the Member such Fiscal Year (treating any Tax Distribution made with respect to income for such Fiscal Year for federal income tax purposes (Year, regardless of when made, and any distribution other than a Tax Distribution made during such Fiscal Year, as will be reflected on such Members’ Schedule K-1 to the Company’s IRS Form 1065) and taxable income and gain otherwise attributable to the Company and (b) the highest aggregate applicable federal and state individual or corporate marginal tax rate applicable to any Member being made with respect to the type of income being taxed (adjusted for the deductibility of state and local taxes) (i.e., the same rate shall be applied to each Membersuch Fiscal Year). Distributions Any amount distributed pursuant to this Section 5.4 shall be made periodically during a Fiscal Year deemed to correspond (i) with the timing be an advance distribution of any estimated tax payments amounts otherwise distributable to the U.S. Internal Revenue Service Members pursuant to Section 5.1 (or other taxing authorityincluding in accordance with Article 10) required of and shall reduce the amounts that would subsequently otherwise be distributed to the Members based on pursuant to Section 5.1 in the estimation order in which they would otherwise have been distributable; provided, however, that in the event of (a) any repurchase or redemption of a Member’s units (including, but not limited to, pursuant to the Conversion Procedures or pursuant to Article 9 of this Agreement), (b) any disposition of all or substantially all of the Company’s net taxable income assets or other Company liquidation event, or (c) the Company’s insolvency or any other event that will cause distributions under Section 5.1 to cease, if such Member has received a greater amount of Tax Distributions (on a per unit basis) than any other Member, which greater amount has not been (and will not be) accounted for the Fiscal Year and through reductions in distributions that would otherwise be received under Section 5.1 (ii) to the first due date of the income tax return of the Members (without regard to extensions) relating to such Fiscal Year. Notwithstanding the foregoingan “Excess Tax Distribution”), then (i) distributions payable to a in the case of any repurchase or redemption of such Member’s units, the amount of consideration received by such Member for a Fiscal Year under this Section 5.4 in such repurchase or redemption shall be reduced by any distribution made the amount of such Excess Tax Distribution, and if the amount of consideration that would have been received by such Member in such repurchase or redemption is less than the amount of such Excess Tax Distribution, then such Member shall, within five (5) Business Days of the Company’s request, remit to the Company an amount equal to the Excess Tax Distribution minus the amount that the consideration otherwise payable to such Member under Section 5.3 with respect to such Fiscal Year such that no distributions shall be made pursuant to this Section 5.4 if distributions made with respect to a Fiscal Year under Section 5.3 exceed the distributions otherwise payable to a Member pursuant to this Section 5.4was reduced, and (ii) in the case of any disposition of all or substantially all of the Company’s assets or other Company liquidation event or any other event that will cause distributions under Section 5.1 to cease, then, within five (5) Business Days of the Company’s request, such Member shall remit to the Company an amount equal to the Excess Tax Distribution (determined after taking account of any final distributions being made under this Section 5.1). If any Tax Distribution cannot be made due to a Credit Limitation or the lack of available cash, then following the lapse of such Credit Limitation or the receipt by the Company of available cash (as applicable), the Company shall make such Tax Distribution to the Members with interest at the applicable statutory rate for underpayment of taxes from the date such Tax Distribution otherwise would have been made but for such Credit Limitation or lack of available cash until the date the Company actually makes such Tax Distribution and with the amount of such Tax Distribution sufficient to cover all interest and penalties imposed on the Members as a result of the delay in the Tax Distribution. The Company will use its reasonable best efforts to negotiate all indenture or other credit, or other financing and warehousing or similar agreements governing indebtedness or other liabilities of the Company or any of its subsidiaries so as to permit Tax Distributions and not impose a Credit Limitation. If there is insufficient available cash to make all required Tax Distributions for a Fiscal Year, or if there is a limitation on Tax Distributions imposed by any indenture or other credit, or other financing and warehousing or similar agreements governing indebtedness or other liabilities of the Company or any of its subsidiaries, the amount available shall be distributed pro rata to the Members based on each Member’s Tax Distribution amount for such Fiscal Year as a percentage of the aggregate Tax Distribution amounts of all Members for such Fiscal Year. This Section 5.4 to a shall apply only after the Company has more than one Member shall be and is treated as advances against subsequent distributions otherwise payable to such Member pursuant to Section 5.3a partnership for U.S. federal income tax purposes.