Common use of Tax Distributions Clause in Contracts

Tax Distributions. Except as otherwise provided in this Section 6.02, the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company or relevant estimated tax payment date an amount equal to such Member’s Quarterly Tax Distribution for such fiscal quarter. In addition, the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after the end of each fiscal year an amount equal to the excess, if any, of such Member’s Proportionate Tax Share for such fiscal year over the aggregate amount of Quarterly Tax Distributions made to such Member with respect to such fiscal year. If, at the end of any fiscal year of the Company, the aggregate amount of Quarterly Tax Distributions made to a Common Member or a PIPR Member exceeds such Member’s Proportionate Tax Share, in each case with respect to such fiscal year, then the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future distributions that would otherwise be made to such Member pursuant to this Section 6.02. Any amount distributed to a Common Member or a PIPR Member, as the case may be, pursuant to this Section 6.02 shall be treated as an advance against, and shall reduce the amount of, any future distributions that would otherwise be made to such Member pursuant to this Agreement. Notwithstanding the foregoing, if a Member is not entitled to any future distributions pursuant to this Agreement, then, except as otherwise set forth in the applicable PIPR Agreement, the Company shall be permitted to require the Member to repay the Company the amount of such advance; provided, however, that, if the Member is an Executive Officer, the Company shall not require repayment of such advance if it would violate Section 402 of the Xxxxxxxx-Xxxxx Act, and, instead, such Member shall use reasonable best efforts to claim any tax benefit related to such advance that the Company reasonably determines is available to the Member on all relevant tax returns and shall disgorge to the Company any tax benefit the Member so realizes.

Tax Distributions. Except as otherwise provided in this Section 6.02, the Company Tax distributions shall distribute be made not less often than quarterly to each Common Member and each PIPR Member as promptly as practicable after at the end times (other than at the time of each of a Terminating Capital Event) necessary to provide the first three (3) fiscal quarters of each fiscal year of the Company or relevant estimated tax payment date Members with sufficient minimum cash distributions to pay an amount equal to their quarterly estimated (and final annual) tax liabilities for all taxable periods directly related to taxable income (in excess of losses allocated to such Member for all prior periods) reportable by such Member as set forth on U.S. Schedule K-1 with respect to such Member’s Quarterly interest in the LLC (including with respect to any year in which such Member sold its interest, whether during or after employment); provided, however, that each of the foregoing amounts shall be determined, in the case of a Member that is itself a pass-through entity, as if the equity owners of such Member were themselves Members of the LLC; and, provided, further, that the amount of such distributions shall be computed assuming the highest combined federal and state individual income tax rate in Texas and assuming (unless federal tax law is amended to provide otherwise) state taxes are deductible federally (such distributions, “Tax Distribution for such fiscal quarterDistributions”) and shall take into account any amounts withheld and remitted to any tax authority by the LLC pursuant to any Withholding Tax Act as described in Section 7(k). In additionTax Distributions shall also be made within 30 days after the receipt of a final assessment with respect to any federal or state income tax audit of the LLC’s income tax returns. Tax Distributions shall be treated as advances of distributions that would otherwise be made in the absence of provisions of this Section 6(c), and distributions made pursuant to Section 6(a) shall be taken into account in determining the Company shall distribute amount to each Common Member and each PIPR Member as promptly as practicable after be distributed pursuant hereto. If, following the end of each fiscal year an amount equal any Fiscal Year, the LLC determines that it has made Tax Distributions to a Member that exceed the excess, if any, of such Member’s Proportionate Tax Share for such fiscal year over the aggregate amount of Quarterly Tax Distributions distributions that would otherwise have been made to such Member with respect to such fiscal year. If, at Fiscal Year in the end absence of any fiscal year of the Companythis Section 6(c), the aggregate LLC shall be authorized to recover such excess amount of Quarterly Tax Distributions made by reducing future distributions to a Common Member or a PIPR Member exceeds such Member’s Proportionate Tax Share, in each case with respect to such fiscal year, then the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future distributions that would otherwise be made to such Member pursuant to this Section 6.02. Any amount distributed to a Common Member or a PIPR Member, as the case may be, pursuant to this Section 6.02 shall be treated as an advance against, and shall reduce the amount of, any future distributions that would otherwise be made to such Member pursuant to this Agreement. Notwithstanding the foregoing, if a Member is not entitled to any future distributions pursuant to this Agreement, then, except as otherwise set forth in the applicable PIPR Agreement, the Company shall be permitted to require the Member to repay the Company the amount of such advance; provided, however, thatthat the LLC shall retain the right, exercisable in its discretion, to recover any unpaid portion of such excess amount directly from such Member (or former Member). For the avoidance of doubt, it is the meaning and intention of this Section 6(c) that Tax Distributions shall fully and timely fund the federal and state income tax liability attributable to any taxable income (in excess of losses allocated to a Member for all prior periods) reportable by a Member as set forth on U.S. Schedule K-1 with respect to such Member’s LLC Interest (or, if the such Member is an Executive Officeritself a pass-through entity, the Company shall not require repayment of such advance if it would violate Section 402 of the Xxxxxxxx-Xxxxx Actequity owners thereof), and, insteadto the extent that Tax Distributions do not fully achieve this result, such Member the LLC shall use reasonable best efforts to claim accelerate or increase Tax Distributions accordingly, including, if reasonably practicable, following the occurrence of a Terminating Capital Event if the timing of the winding up and dissolution of the LLC following such Terminating Capital Event is such that income tax liability on amounts to be distributed on account thereof must be paid by the Members in the interim, and provided, however, that it shall not be deemed reasonable for the LLC to accelerate or increase Tax Distributions in the event that doing so would result in the LLC’s failing to have reasonable working capital reserves or would cause the LLC not to be in compliance with regulatory requirements, although in any such event the LLC would use reasonable efforts to borrow the funds necessary to accelerate or increase such Tax Distributions so as to fully and timely fund the federal and state income tax benefit related to such advance liabilities of the Members (or the equity owners of Members that the Company reasonably determines is available to the Member on all relevant tax returns and shall disgorge to the Company any tax benefit the Member so realizesare themselves pass-through entities).

Tax Distributions. Except as otherwise provided in Notwithstanding the other provisions of this Section 6.025, if at any time any Member’s Tax Liability in respect of a taxable year exceeds the distributions to such Member in respect of such taxable year pursuant to this Section 5.1 other than distributions pursuant to Section 5.1(b) (such excess, the Company Member’s “Unpaid Tax Liability”), such Member shall distribute have the right to receive a distribution of the Unpaid Tax Liability at least thirty (30) days before the date on which any quarterly estimated tax payments are due, provided that each Common Member and shall be entitled to an additional payment on or before March 1 of each PIPR Member calendar year to the extent the total amounts distributed under this Section 5.1(a) with respect to the immediately preceding taxable year are less than each Member’s Unpaid Tax Liability as promptly as practicable after of the end of such year; provided further that if such estimated distributions to any Member exceed the actual amount required pursuant to this Section 5.1(a), such Member shall promptly repay such excess to the Company. In the event that two or more Members are entitled to distributions pursuant to this Section 5.1(a), and the Company does not have available funds sufficient to make all such distributions in full, then such funds which are available for such distributions shall be distributed in proportion to the Members’ Unpaid Tax Liabilities. Notwithstanding the foregoing, no Tax Distributions shall be made in connection with a liquidation. For purposes of this Agreement, the “Tax Liability” of any Member for each taxable year or portion thereof shall equal (A) such Member’s distributive share of the first three (3) fiscal quarters of each fiscal year taxable income of the Company for such taxable year or relevant estimated tax payment date an amount equal to portion thereof less any loss, deduction or credit for prior taxable years that has not previously reduced such Member’s Quarterly Tax Distribution distributable share of taxable income pursuant to this Section 5.1(a) to the extent that such item is permitted to reduce taxable income, multiplied by (B) the highest combined federal, state and local tax rate (expressed as a percentage, using the greater of the combined federal, state and local tax rate applicable to individuals and the combined federal, state and local tax rate applicable to corporations, regardless of whether such Member is in fact an individual or corporation) applicable to any Member and assuming such Member was subject to the highest statutory marginal tax rates in the jurisdiction in which it is domiciled or resides (or if higher, in which the Company does business), after taking into account the federal deduction for such fiscal quarterstate income taxes and any limits thereon, as reasonably determined by the Board of Managers. In additiondetermining the Tax Liability of any Member, the Company amounts of income, loss, or payment in (A) above shall distribute include amounts attributable to each Common Member and each PIPR Member as promptly as practicable after the end of each fiscal year an amount equal (i) a Member’s direct or indirect owners, to the excessextent the Member is a partnership, if anydisregarded entity, or S corporation, and (ii) any tax imposed by the Commonwealth of Massachusetts on the income of SK Retail Inc. pursuant to Mass. Xxx. X. xx. 00 § 00X(x)(xx) (the so-called “Big S Sting Tax”). Further, in determining the Tax Liability of any Member in respect of the Series A Convertible Preferred Units held by such Member’s Proportionate Tax Share for such fiscal year over the aggregate amount of Quarterly Tax Distributions made to such Member with respect to such fiscal year. If, at the end of any fiscal year of the Company, the aggregate amount Board shall also determine the portion of Quarterly that Tax Liability properly attributable to any applicable Series A Conversion Payment Amount relating to those Units. Distributions made to a Common Member or pursuant to this Section 5.1(a) (each, a PIPR Member exceeds such Member’s Proportionate “Tax Share, in each case with respect to such fiscal year, then the amount of such excess Distribution”) shall be treated as an advance againstof, and shall reduce the amount ofreduce, any without duplication, future distributions that would otherwise be made and, as applicable, the Series A Conversion Payment Amount, to such Member pursuant to this Section 6.02. Any amount distributed to a Common Member or a PIPR Member, as the case may be, pursuant to this Section 6.02 shall be treated as an advance against, and shall reduce the amount of, any future distributions that would otherwise be made to such Member pursuant to this Agreement. Notwithstanding the foregoing, if a Member is not entitled to any future distributions pursuant to this Agreement, then, except as otherwise set forth in the applicable PIPR Agreement, the Company shall be permitted to require the Member to repay the Company the amount of such advance; provided, however, that, if the Member is an Executive Officer, the Company that (i) Tax Distributions received by a holder of Series A Convertible Preferred Units shall not require repayment reduce such holder’s right to receive distributions pursuant to Section 5.1(d)(i) in an amount at least equal to the Series A Original Issue Price, and (ii) Tax Distributions received by a holder of Series B Convertible Preferred Units shall not reduce such holder’s right to receive distributions pursuant to Section 5.1(d)(i) in an amount at least equal to the Series B Original Issue Price and (iii) Tax Distributions to SK Retail Inc. shall not be treated as advances of, and shall not reduce or offset any other distributions under this Section 5, to the extent such distributions are attributable to the Big S Sting Tax, but reduced by any federal tax deduction or benefit in respect of such advance if it would violate Section 402 of the Xxxxxxxx-Xxxxx Act, and, instead, such Member shall use reasonable best efforts to claim any tax benefit related to such advance that the Company reasonably determines is available to the Member on all relevant tax returns and shall disgorge to the Company any tax benefit the Member so realizesTax.

Tax Distributions. Except as otherwise provided in this Section 6.02To the extent funds of the Company are legally available for distribution by the Company and such distribution would not be prohibited under any credit facility to which the Company or any of its Subsidiaries is a party (the “Tax Distribution Conditions”), with respect to each Fiscal Quarter, the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company or relevant estimated tax payment date Unitholder, an amount of cash (each a “Tax Distribution”) equal to such MemberUnitholder’s Quarterly Assumed Tax Liability for such Fiscal Quarter. To the extent a holder of Common Units would receive for any Fiscal Quarter less than its Pro Rata Share of the aggregate Tax Distributions to be paid pursuant to the preceding sentence, the Tax Distributions to such Unitholder shall be increased to ensure that all Tax Distributions to holders of Common Units are made in accordance with their Pro Rata Share. The Manager shall be entitled to adjust subsequent Tax Distributions up or down to reflect any variation between its prior estimation of quarterly Tax Distributions and the Tax Distributions that would have been computed under this Section 4.1(a)(i) based on subsequent information. In the event that due to the Tax Distribution Conditions the funds available for such fiscal quarter. In additionany Tax Distribution to be made hereunder are insufficient to pay the full amount of the Tax Distribution that would otherwise be required under this Section 4.1(a)(i), the Company shall use its reasonable best efforts to distribute to each Common Member and each PIPR Member as promptly as practicable after the end of each fiscal year an amount equal to the excess, if any, of such Member’s Proportionate Tax Share for such fiscal year over the aggregate amount of Quarterly Tax Distributions made to such Member with respect to such fiscal year. If, at the end of any fiscal year of the Company, the aggregate amount of Quarterly Tax Distributions made to a Common Member or a PIPR Member exceeds such Member’s Proportionate Tax Share, in each case with respect to such fiscal year, then Unitholders the amount of such excess shall be treated as an advance against, and shall reduce funds that are available after application of the amount of, any future distributions Tax Distribution Conditions on a pro rata basis (according to the amounts that would otherwise be made have been distributed to such Member each Unitholder pursuant to this Section 6.024.1(a)(i) if available funds (after application of the Tax Distribution Conditions) existed in a sufficient amount to make such Distribution in full). Any amount At any time thereafter when additional funds of the Company are available for Distribution after application of the Tax Distribution Conditions, the Company shall use its reasonable best efforts to immediately distribute such funds to the Unitholders on a pro rata basis (according to the amounts that would have been distributed to a Common Member or a PIPR Member, as the case may be, each Unitholder pursuant to this Section 6.02 shall be treated as an advance against, and shall reduce the amount of, any future distributions that would otherwise be made to such Member pursuant to this Agreement. Notwithstanding the foregoing, 4.1(a)(i) if a Member is not entitled to any future distributions pursuant to this Agreement, then, except as otherwise set forth in the applicable PIPR Agreement, the Company shall be permitted to require the Member to repay the Company the amount of such advance; provided, however, that, if the Member is an Executive Officer, the Company shall not require repayment of such advance if it would violate Section 402 available funds (after application of the Xxxxxxxx-Xxxxx Act, and, instead, Tax Distribution Conditions) would have existed in a sufficient amount to make such Member shall use reasonable best efforts to claim any tax benefit related to such advance that the Company reasonably determines is available to the Member on all relevant tax returns and shall disgorge to the Company any tax benefit the Member so realizesTax Distribution in full).

Tax Distributions. Except as otherwise provided Notwithstanding any provision to the contrary contained in this Section 6.02Agreement, in the event that the Members are allocated taxable income from the Company (excluding for the avoidance of doubt, taxable income that arises from the receipt of equity interests from the Company or its Subsidiaries), the Company shall distribute make distributions to each Common Member and each PIPR Member such Members to the extent of available cash (as promptly as practicable after determined by the end of each of the first three (3Board in its reasonable discretion) fiscal quarters of each fiscal year of the Company or relevant estimated tax payment date in an amount equal to such Memberincome multiplied by a tax rate equal to 45% or such higher rate as reasonably determined by the Board to take into account increases in tax rates after the date hereof; it being understood that, if the Members are allocated material taxable income without corresponding cash distributions sufficient to pay the resulting tax liabilities, it is the Company’s Quarterly Tax Distribution for such fiscal quarterintention to make the tax distributions referred to herein. In addition, in the Company shall distribute event that the tax distributions to each Common a Member and each PIPR Member as promptly as practicable after the end of each fiscal year an amount equal pursuant to the excess, if any, of previous sentence with regard to any calendar year are greater than such Member’s Proportionate Tax Share for proportionate share of distributions under Section 9.1, then, to the extent of available cash, an additional amount shall be distributed under this Section 9.6 and shall be apportioned among the other Members such fiscal year over that the aggregate total amount distributed under this Section 9.6 to all Members shall be allocated among the Members in accordance with each Member’s proportionate share of Quarterly Tax Distributions made to such Member with respect to such fiscal yeardistributions under Section 9.1. If, at the end of any fiscal year of the Company, the aggregate amount of Quarterly Tax Distributions Any distributions made to a Common Member or a PIPR Member exceeds such Member’s Proportionate Tax Share, in each case with respect pursuant to such fiscal year, then the amount of such excess shall be treated as an advance against, and this Section 9.6 shall reduce the amount of, any future distributions that would otherwise be made distributable to such Member pursuant to the other provisions of this Section 6.02. Any Agreement, so that to the maximum extent possible, the total amount distributed of distributions received by each Member pursuant to a Common this Agreement at any time is the same as such Member or a PIPR Member, as the case may be, would have received if no distribution had been made pursuant to this Section 6.02 shall be treated as an advance against, and shall reduce the amount of, any future distributions that would otherwise be made to such Member pursuant to this Agreement9.6. Notwithstanding the foregoing, if a Member is not entitled to any future distributions pursuant to this Agreement, then, except as otherwise set forth in the applicable PIPR Agreement, the Company shall be permitted to require the Member to repay the Company the amount of such advance; provided, however, that, if the Member is an Executive Officer, the Company shall not require repayment make any distributions under this Section 9.6 with respect to taxable income attributable to the sale, exchange or other disposition by the Company of shares of InterCo, NewBank or any other Subsidiary of the Company, including upon the occurrence of any transaction contemplated by Section 12.7 to the extent that the proceeds of such advance if it would violate Section 402 of the Xxxxxxxx-Xxxxx Actsale, and, instead, such Member shall use reasonable best efforts to claim any tax benefit related to such advance that the Company reasonably determines is available exchange or other disposition are distributed to the Member on all relevant tax returns and shall disgorge to the Company any tax benefit the Member so realizesMembers.

Tax Distributions. Except as otherwise provided Notwithstanding any other provision in this Section 6.02Agreement to the contrary, except to the extent the Board in good faith determines the Company has (or would, following such distribution, have) insufficient Available Cash, the Board shall cause the Company shall distribute to each Common Member make cash distributions to the Members at least quarterly and each PIPR Member as promptly as practicable after no later than five (5) days before the end of each date specified in Section 6655(c)(2) of the first three Code (3the “Tax Distributions”) fiscal quarters of in an amount so that each fiscal year of the Company or relevant estimated tax payment date such Member has received an amount equal to such Member’s Quarterly Tax Distribution for such fiscal quarterAmount. In addition, the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after the end of each fiscal year an amount equal to the excess, if any, of such Member’s Proportionate Tax Share for such fiscal year over the aggregate amount of Quarterly All Tax Distributions made to such Member with respect to such fiscal year. If, at the end of any fiscal year of the Company, the aggregate amount of Quarterly Tax Distributions made to a Common Member or a PIPR Member exceeds such Member’s Proportionate Tax Share, in each case with respect to such fiscal year, then the amount of such excess shall be treated as an advance against, and shall reduce dollar-for-dollar, subsequent distributions that otherwise would be made pursuant to this Article IV and Section 9.5(b). If the Company lacks sufficient cash that is available at such time for distribution to make the full amount of any Tax Distribution (as determined in good faith by the Board in accordance with the first sentence of this Section 4.4), then the Company shall not be required to borrow any money for purposes of making such a Tax Distribution, and the Company shall use commercially reasonable efforts to distribute the amount of, any future distributions of cash available on a pro rata basis (according to the amounts that would otherwise be made have been distributed to such each Member pursuant to this Section 6.02. Any 4.4 if available cash existed in a sufficient amount to make such Tax Distribution in full) and shall use commercially reasonable efforts to make an additional Tax Distribution, on a pro rata basis (according to the amounts that would have been distributed to a Common each Member or a PIPR Member, as the case may be, pursuant to this Section 6.02 4.4 if available cash existed in a sufficient amount to make such Tax Distribution in full) out of the first cash available for distribution (as determined in good faith by the Board) in subsequent taxable years to make up for such shortfall. For the avoidance of doubt, no Member shall be treated as an advance against, and shall reduce the amount of, any future distributions that would otherwise be made to such Member pursuant to this Agreement. Notwithstanding the foregoing, if a Member is not entitled to any future distributions pursuant payment under this Section 4.4 (A) in connection with a change of control transaction, liquidity event, sale of the Company, Liquidation Event or similar transaction, or (B) income recognized by any Member with respect to this Agreement, then, except as otherwise set forth in the applicable PIPR Agreement, the Company shall be permitted to require the Member to repay the Company the amount issuance or vesting of such advance; provided, however, that, if the Member is an Executive Officer, the Company shall not require repayment Member’s Units or any guaranteed payment in respect of services provided by such advance if it would violate Section 402 of the Xxxxxxxx-Xxxxx Act, and, instead, such Member shall use reasonable best efforts to claim any tax benefit related to such advance that the Company reasonably determines is available to the Member on all relevant tax returns and shall disgorge to the Company any tax benefit the Member so realizesMember.

Tax Distributions. Except To the extent (a) the Board determines that the Company has Available Cash and (b) such distributions are permitted by any credit or financing agreements to which the Company or any of its Subsidiaries is a party, the Board shall cause the Company to make distributions to each Holder in the amount, if positive, of (X) such Holder’s Cumulative Assumed Tax Liability as otherwise provided in of each Tax Distribution Date minus (Y) the cumulative cash distributions made to such Holder pursuant to Section 5.1 and this Section 6.025.2. If, as of any Tax Distribution Date, the Company shall distribute either (a) has insufficient Available Cash or (b) is not permitted under any credit or financing agreement to each Common Member and each PIPR Member as promptly as practicable after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company or relevant estimated tax payment date an amount equal to such Member’s Quarterly Tax Distribution for such fiscal quarter. In addition, the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after the end of each fiscal year make distributions in an amount equal to the excess, if any, aggregate of such Member’s Proportionate the Cumulative Assumed Tax Share Liabilities of the Holders of Series A Preferred Units for such fiscal year over Tax Distribution Date (if the aggregate amount of Quarterly Company is not permitted to make tax distributions pursuant to clauses (a) or (b), a “Tax Distributions made to such Member with respect to such fiscal year. If, at the end of any fiscal year of the Company, the aggregate amount of Quarterly Tax Distributions made to a Common Member or a PIPR Member exceeds such Member’s Proportionate Tax Share, in each case with respect to such fiscal yearDistribution Default”), then the amount Company shall make distributions to the Holders of Series A Preferred Units pursuant to this Section 5.2 to the extent of such excess Available Cash or to the extent permitted under such agreement, as applicable. Notwithstanding anything in this Section 5.2 to the contrary, no Holder shall have any obligation to make any Capital Contribution to fund any distributions described in this Section 5.2. Any distribution made pursuant to this Section 5.2 shall be treated as an advance againstagainst the next distribution payable to such Holder pursuant to Section 5.1, as applicable and shall reduce such distributions. If the amount ofCompany is in a Tax Distribution Default for any portion of any fiscal quarter during the PIK Period, any future distributions that would otherwise be made to the Series A Preferred Distributions Rate for such Member pursuant to this Section 6.02. Any amount distributed to a Common Member or a PIPR Member, as the case may be, pursuant to this Section 6.02 fiscal quarter shall be treated as an advance againstthe Series A Preferred Distributions Rate plus the Step-Up Rate (and, and shall reduce notwithstanding anything to the amount of, any future distributions that would otherwise be made to such Member pursuant to this Agreement. Notwithstanding the foregoing, if a Member is not entitled to any future distributions pursuant to contrary in this Agreement, thensuch portion of distributions attributable to the Step-Up Rate shall not, except to the extent distributed by the Company by issuing additional Series A Preferred Units, be deemed distributions paid by the Company to the Holders of Series A Preferred Units for purposes of the ROI and IRR calculations as otherwise set forth used in the applicable PIPR Agreementcalculation of Base Return, but instead shall be deemed liquidated damages (and not a penalty) paid by the Company shall be permitted to require the Member to repay the Company the amount of such advance; provided, however, that, if the Member is an Executive Officer, the Company shall not require repayment of such advance if it would violate Section 402 of the Xxxxxxxx-Xxxxx Act, and, instead, such Member shall use reasonable best efforts to claim any tax benefit related to such advance that the Company reasonably determines is available to the Member on all relevant tax returns and shall disgorge to the Company any tax benefit the Member so realizesHolders of Series A Preferred Units).

Tax Distributions. Except as otherwise provided in this At least once each Fiscal Year (or more frequently at the election of the Board of Managers), unless prohibited by Section 6.0218-607 of the Delaware Act, the Board of Managers shall cause the Company shall to distribute to each Common Member an amount of cash (a “Tax Distribution”) which equals the following: (a) (i) the Assumed Tax Rate, multiplied by (ii) the cumulative taxable income of the Company allocated and estimated to be allocated to such Member in its capacity as a holder of a Unit for tax purposes (net of any tax losses allocated to such Member and each PIPR not previously taken into account under this clause and including taxable income allocated to the Member as promptly as practicable after under Section 704(c) of the Code with respect to assets contributed to the Company by the Member) through the end of each such Fiscal Year (or Fiscal Quarter, as applicable), as determined by the Board of the first three Managers, less (3b) fiscal quarters of each fiscal year of the Company or relevant estimated tax payment date an amount equal to such Member’s Quarterly Tax Distribution for such fiscal quarter. In addition, the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after the end of each fiscal year an amount equal to the excess, if any, of such Member’s Proportionate Tax Share for such fiscal year over the aggregate amount of Quarterly Tax prior Distributions made to the Member during such period. A Tax Distribution for a Fiscal Year shall be made not later than the fifth (5th) day prior to the date on which any Member’s estimated federal income tax payments are due. For purposes of calculating the amounts payable under Section 4.6, Tax Distributions shall be treated (without duplication) as advances of any amounts Members are entitled to receive pursuant to Section 4.6 in accordance with the allocation of taxable income giving rise to such Tax Distributions; provided that no Member shall be required to repay all or any portion of a Tax Distribution in excess of the amount it otherwise would have been entitled to receive pursuant to Section 4.6. If legally available funds are insufficient to make all Tax Distributions with respect to a Fiscal Year in full, Tax Distributions with respect to such fiscal year. If, at the end of any fiscal year of the Company, the aggregate amount of Quarterly Tax Distributions made to a Common Member or a PIPR Member exceeds such Member’s Proportionate Tax Share, in each case with respect to such fiscal year, then the amount of such excess Fiscal Year shall be treated as an advance against, and shall reduce made under this Section 4.7 in proportion to the amount of, any future distributions amounts that would otherwise be made distributable to such each Member pursuant to this Section 6.024.7. Any amount distributed to a Common Member or a PIPR Member, as No Tax Distributions will be paid during the case may be, pursuant to this Section 6.02 shall be treated as an advance against, dissolution and shall reduce liquidation of the amount of, any future distributions that would otherwise be made to such Member pursuant to this AgreementCompany. Notwithstanding the foregoing, if a Member is not entitled to any future distributions pursuant to this Agreement, then, except as otherwise set forth in the applicable PIPR Agreement, the Company shall be permitted to require the Member to repay the Company the amount of such advance; provided, however, thatIn addition, if the Member is an Executive Officer, Company’s payment of a Tax Distribution would cause the Company shall to breach any contract to which it is a party, then Board of Managers may elect for the Company not require repayment to make all or any portion of such advance if it would violate Section 402 of the Xxxxxxxx-Xxxxx Act, and, instead, such Member shall use reasonable best efforts to claim any tax benefit related to such advance that the Company reasonably determines is available to the Member on all relevant tax returns and shall disgorge to the Company any tax benefit the Member so realizesTax Distribution.

Tax Distributions. Except as otherwise provided in this Section 6.02At the sole discretion of the Manager, the Company shall distribute may make cash distributions to the Members in amounts designed to enable each Common Member and each PIPR Member as promptly as practicable after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company or relevant estimated tax payment date an amount equal to pay taxes attributable to such Member’s Quarterly Tax Distribution for allocable share of the Company’s taxable income (such fiscal quarter. In additiontaxes, the Company shall distribute “Applicable Taxes”). The amount distributable to each Common Member and each PIPR Member as promptly as practicable after the end in respect of each fiscal year an amount equal to the excessApplicable Taxes, if any, for any tax payment date (including any estimated tax payment date) shall be equal to the excess of: (i) the product of (x) the assumed tax rate of forty-five percent (45%) (or such other rate as the Manager may determine in its sole discretion from time to time to be the maximum net aggregate effective tax rate applicable to any Member) multiplied by (y) the net amount (or estimated net amount) of taxable income allocated by the Company to such Member for the period taken into account for purposes of making such Member’s Proportionate Tax Share for such fiscal year over the aggregate amount of Quarterly Tax Distributions made to such Member with scheduled tax payment and all prior periods in respect to such fiscal year. If, at the end of any fiscal year of the Company, the aggregate amount of Quarterly Tax Distributions made to a Common Member or a PIPR Member exceeds same Fiscal Year (reduced by such Member’s Proportionate Tax Shareallocable share of taxable losses from all prior periods to the extent not previously taken into account pursuant to this clause (i)), in each case with respect to such fiscal year, then the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future over (ii) all previous distributions that would otherwise be (if any) made to such Member pursuant to this Section 6.027.1(h)(i) or pursuant to Section 7.1(h)(ii) in respect of such fiscal year (as determined by the Manager). Any amount distributed to a Common Member or a PIPR Member, as the case may be, Distributions pursuant to this Section 6.02 7.1(h)(i) (A) shall be treated as an advance against, advances against amounts otherwise distributable to the Members to whom such distributions were made for purposes of Sections 7.1(h)(ii) and (iii) (in the order in which such amounts would have otherwise been distributable) and shall reduce the amount of, any future distributions amounts that would subsequently otherwise be distributable to the Members for all purposes under this Agreement and (B) shall be made only to the extent that all previous distributions from the Company in respect of a fiscal year (as determined by the Manager) to such Member pursuant are not sufficient to this Agreementpay such Member’s Applicable Taxes for such fiscal year. Notwithstanding the foregoing, if a Member is not entitled to any future No distributions pursuant to this Agreement, then, except as otherwise set forth Section 7.1(h)(i) shall be made in the applicable PIPR Agreement, connection with a liquidation or dissolution of the Company shall be permitted pursuant to require the Member to repay the Company the amount of such advance; provided, however, that, if the Member is an Executive Officer, the Company shall not require repayment of such advance if it would violate Section 402 of the Xxxxxxxx-Xxxxx Act, and, instead, such Member shall use reasonable best efforts to claim any tax benefit related to such advance that the Company reasonably determines is available to the Member on all relevant tax returns and shall disgorge to the Company any tax benefit the Member so realizesArticle IX.

Tax Distributions. Except as otherwise provided in this (a) Subject to Section 6.024.5, the Company shall distribute ratably among the Members in accordance with their respective number of Common Units (with appropriate adjustments to each Common the extent that such number changes within any calculation period, as determined by the Managing Member and each PIPR Member as promptly as practicable after in its sole discretion) on a quarterly basis by the end 10th (or next succeeding Business Day) of each of the first three (3) fiscal quarters March, June, September and December of each fiscal year taxable year, or such other dates as may be appropriate in light of the Company or relevant estimated tax payment date an amount equal to such Member’s Quarterly requirements (each a “Tax Distribution for such fiscal quarter. In additionDate”), an aggregate amount (the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after the end of each fiscal year an amount “Tax Distribution”) in cash equal to the excess, if any, of such Member(A) the Company’s Proportionate Tax Share for such fiscal year over the aggregate amount of Quarterly Tax Distributions made to such Member Liability (as defined in clause (b) below) with respect to such fiscal year. If, at taxable year over (B) the end of any fiscal year of the Company, the aggregate amount of Quarterly Tax Distributions made amounts previously distributed pursuant to a Common Member or a PIPR Member exceeds such Member’s Proportionate Tax Share, in each case this Section 4.3 with respect to such fiscal taxable year; provided that, then unless otherwise consented to by Continuing LLC Owner and Holdings, such tax distribution shall be increased, again ratably among the Members in accordance with their respective number of Common Units (with appropriate adjustments to the extent that such number changes within any calculation period, as determined by the Managing Member in its sole discretion), until each Member has received cash in an amount sufficient for each beneficial owner of such excess shall be treated as an advance against, and shall reduce Member to satisfy its tax liability with respect to the amount of, any future distributions that would otherwise be made net taxable income allocated by such Member to such beneficial owners in respect of such Member’s Company Interest (less such amounts previously distributed to such Member pursuant to this Section 6.02. Any amount distributed to a Common Member or a PIPR Member, as the case may be, pursuant to this Section 6.02 shall be treated as an advance against, and shall reduce the amount of, any future distributions that would otherwise be made to such Member pursuant to this Agreementpreceding clause (B)). Notwithstanding the foregoing, if Tax Distributions shall only be made for periods (or portions thereof) beginning on or after the date hereof. For purposes of computing a Member is not entitled to Tax Distribution under this Section 4.3, salaries, bonuses, and any future distributions pursuant to this Agreement, then, except as otherwise set forth other payments in the applicable PIPR Agreement, the Company shall be permitted to require the Member to repay the Company the amount nature of such advance; provided, however, that, if the Member is an Executive Officer, the Company compensation shall not require repayment of such advance if it would violate Section 402 be taken into account, other than as an expense of the Xxxxxxxx-Xxxxx Act, and, instead, such Member shall use reasonable best efforts to claim any tax benefit related to such advance that the Company reasonably determines is available to the Member on all relevant tax returns and shall disgorge to the Company any tax benefit the Member so realizesCompany.

Tax Distributions. Except as otherwise provided Notwithstanding anything to the contrary in this Section 6.026.1, to the extent that the Manager, in its reasonable discretion, determines that the Company has sufficient current and projected cash flow to make Tax Distributions, the Company shall distribute may make Tax Distributions quarterly to each Common Member. Tax Distributions pursuant to this Section 6.2 shall be treated as advances of distributions to be made pursuant to Section 6.1 (including Section 10.2(b)) and credited against future distributions pursuant to Section 6.1 (including Section 10.2(b)). No Member and each PIPR shall be entitled to any Tax Distributions (or further Tax Distributions, as the case may be) during a Fiscal Year if such Member as promptly as practicable after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company has already received cumulative distributions during such Fiscal Year pursuant to Section 6.1 or relevant estimated tax payment date an amount this Section 6.2 equal to such Member’s Quarterly Tax Distribution for such fiscal quarter. In addition, the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after the end of each fiscal year an amount equal to the excess, if any, or in excess of such Member’s Proportionate Tax Share Amount for such fiscal year over Fiscal Year. Notwithstanding the aggregate amount of Quarterly foregoing, no Member shall be liable to return any Tax Distribution, even if the Tax Distributions made to such Member with respect to such fiscal year. If, at the end of any fiscal year of the Company, the aggregate amount of Quarterly Tax Distributions made to a Common Member or a PIPR Member exceeds such Member’s Proportionate Tax Share, in each case with respect to such fiscal year, then exceed the amount of such Member could be entitled to receive under Section 6.1 (including Section 10.2(b)); provided such excess Tax Distribution shall be treated as an advance against, and shall reduce the amount of, any future distributions that would otherwise be made to such Member with respect to the next distributions in the distribution waterfall pursuant to this Section 6.026.1. Any amount distributed to a Common Member or a PIPR Member, as If the case may be, pursuant to this Section 6.02 shall be treated as an advance against, and shall reduce the amount of, any future cumulative distributions that would otherwise be made to such any Member pursuant to Section 6.1 or this Agreement. Notwithstanding Section 6.2 with respect to a Fiscal Year is less than the foregoing, if a Tax Amount of such Member is not entitled to any future distributions pursuant to this Agreement, then, except as otherwise set forth in the applicable PIPR Agreementfor such Fiscal Year, the Company shall be permitted distribute the excess of the Tax Amount over such cumulative distributions to require such Member within sixty (60) days following the Member to repay filing of Internal Revenue Service Form 1065 by the Company for the amount of such advanceapplicable Fiscal Year; provided, however, that, if such Tax Distributions shall only be made to the Member is an Executive Officerextent the Company has sufficient cash and any shortfall in the Tax Distributions for any Fiscal Year shall be included in the Tax Amount used for calculating the Tax Distributions for each subsequent Fiscal Year until all Tax Distributions are paid in full. In determining the amount of any Tax Distribution, the Company amount of taxable income allocated to each Member for any Fiscal Year shall not require repayment of be reduced by any Net Losses previously allocated to such advance if it would violate Member in any prior Fiscal Year provided that no such Net Loss (or partial Net Loss) shall be counted more than once for this purpose. No Tax Distributions shall be made pursuant to this Section 402 6.2 in connection with a Sale of the Xxxxxxxx-Xxxxx Act, and, instead, such Member shall use reasonable best efforts to claim any tax benefit related to such advance that the Company reasonably determines is available to the Member on all relevant tax returns and shall disgorge to the Company any tax benefit the Member so realizesCompany.