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 this Section 6.02(i) With respect to each Fiscal Year, to the extent the Company shall distribute has available cash for distribution by the Company under the Delaware Act and subject to each Common Member any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and each PIPR Member subject to the retention and establishment of reserves, or payment to third parties, of such funds as promptly as practicable after the end of each of Manager deems necessary or desirable in its sole discretion with respect to the first three (3) fiscal quarters of each fiscal year reasonable needs and obligations of the Company or relevant estimated tax payment date an amount equal any of its Subsidiaries and to prevent their insolvency (such limitations, the “Liquidity Limitations”), the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates that allow for timely payment of quarterly estimated tax payments for U.S. federal income tax purposes by both individuals and corporations, as determined by the Manager) (each, a “Quarterly Tax Distribution for such fiscal quarter. In additionDistribution”); provided that, the foregoing shall not restrict 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 from making a Tax Share for such fiscal year over the aggregate amount of Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the current Fiscal Year based on four equal quarterly installments, which may be adjusted for updated quarterly estimations. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member (subject to the Liquidity Limitations). For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to 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 realizessubsequent Fiscal Year.

Tax Distributions. Except as otherwise provided in this Section 6.02(i) With respect to each Fiscal Year, to the extent the Company shall distribute has available cash for distribution by the Company under the Delaware Act and subject to each Common Member any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and each PIPR Member subject to the retention and establishment of reserves, or payment to third parties, of such funds as promptly as practicable after the end of each of Manager deems necessary or desirable in its sole discretion with respect to the first three (3) fiscal quarters of each fiscal year reasonable needs and obligations of the Company or relevant any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals are required to make quarterly estimated tax payment date an payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount equal of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member’s Quarterly Tax Distribution for such fiscal quarter. In additionFor the avoidance of doubt, 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 any excess Tax Distributions a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to 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 realizessubsequent Fiscal Year.

Tax Distributions. Except as otherwise provided The Board shall use reasonable efforts, subject to any applicable covenants and restrictions contained in this Section 6.02, the Company’s loan agreements and other agreements or obligations to which the Company shall or its properties are subject, to cause the Company to distribute to each Common Member and Holder with respect each PIPR Member as promptly as practicable Taxable Year (within 75 days after the end close of such Taxable Year, or on a quarterly or other basis as shall be determined by the Board in its sole discretion to be appropriate to enable each of the first three (3such Holder to pay estimated income tax liabilities) 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 excessproduct of (x) the combined maximum marginal federal, state, and local income tax rates (taking into account the deductibility of state and local income tax for federal income tax purposes) applicable to any Holder (or its partners or stockholders, if anyapplicable), as determined by the Board after reasonable inquiry, times (y) the difference of such Member’s Proportionate Tax Share (i) the taxable income and gains for such fiscal year Taxable Year allocated to such Holder pursuant to Section 4.5, reduced by (ii) the sum of (A) the taxable losses and deductions for such Taxable Year allocated to such Holder pursuant to Section 4.5, and (B) the excess of the aggregate taxable losses and deductions over the aggregate amount of Quarterly Tax Distributions made taxable income and gains for all prior Taxable Years allocated to such Member Holder pursuant to Section 4.5, but only to the extent that such excess can be applied or used for such Taxable Year. The Board, in its discretion, may (but shall not be required to) disregard all or a portion of any taxable losses attributable to taxable years beginning prior to January 1, 2012 for purposes of calculating any tax distribution under this Section 4.2(a) with respect to such fiscal yeara taxable year beginning on or after January 1, 2012. IfWhere excess taxable losses and deductions in prior Taxable Years reduce distributions under this Section 4.2(a), at with the end of any fiscal year approval of the CompanyBoard, the aggregate Company may (but shall not be required to) distribute an amount to Holders with respect to a Taxable Year (in proportion to the net taxable income allocated to each Holder for such Taxable Year) in excess of Quarterly Tax Distributions the amount provided pursuant to the immediately preceding sentence sufficient (in combination with any amounts paid pursuant to the immediately preceding sentence) to allow each Holder (or the direct or indirect partners or members of a Holder) to (x) pay federal, state, local or foreign withholding taxes imposed with respect to Company income for such Taxable Year or (y) pay state or local tax on Company income reported on a state or local composite tax return for such Taxable Year, where such excess taxable losses and deductions of the Company in prior Taxable Years may not be applied to reduce such withholding taxes or composite return taxes. The Company shall be entitled to pay amounts distributable pursuant to this Section 4.2(a) by making payments to a tax authority on behalf of a Holder (or such Holder’s direct or indirect partners or members), for example, in connection with withholding taxes or composite return taxes and, in such case, such amounts shall be treated as distributed to the Holder on whose behalf such payments were made. Any Distribution to a Holder pursuant to this Section 4.2(a) (I) that is made to a Holder of Series A Common Member or Units as a PIPR Member exceeds such Member’s Proportionate Tax Share, in each case with respect result of taxable income and gains allocated to such fiscal yearSeries A Common Units, then the amount of such excess shall be treated as an advance against, Distribution of Unpaid Series A Yield pursuant to Section 4.2(b)(i) and shall reduce the amount ofof Unpaid Series A Yield, any future distributions or (II) that would otherwise be is made to a Holder of Series B Common Units and/or Series C Common Units as a result of taxable income and gains allocated to such Member pursuant to this Section 6.02. Any amount distributed to a Series B Common Member or a PIPR MemberUnits and/or Series C Common Units, as the case may be, pursuant to this Section 6.02 shall be treated as an advance against, Distribution under Section 4.2(b)(ii) and shall reduce the amount of, any be offset against future distributions Distributions that such Holder would otherwise be made entitled to such Member receive 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 realizes4.2(b)(ii).

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 To the extent there is taxable income for any taxable year and cash is available as otherwise provided determined by in this Section 6.02good 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 Common Member and each PIPR (whether or not 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 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 investors are tax exempt) in an amount equal to the excessexcess of (i) the product of (A) the cumulative taxable income allocable to such Member in excess of the 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 (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 anyand 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 Member’s Proportionate Tax Share other rate as determined by the Board in its good faith discretion, over (ii) all prior distributions pursuant to this Section 5.4 for such fiscal year over 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 Quarterly Tax Distributions distributions that can be made for any taxable year to such Member with respect to such fiscal year. If, at the end of any fiscal year of the Company, an amount less than the aggregate amount of Quarterly Tax Distributions made to a Common Member or a PIPR Member exceeds such Member’s Proportionate distributions that would be payable under the preceding sentence applying the Tax ShareDistribution Rate, in each case with respect to such fiscal year, then (I) the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future Tax distributions that would otherwise be made 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 corporation resident in Boston, Massachusetts after taking into account any adjustment to tax 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 amount of Tax distributions that were otherwise payable to them after any adjustment described in the foregoing clause (I). Tax distributions 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 Section 6.02Agreement. Any To the extent that an amount distributed otherwise distributable to a Common Member or a PIPR Memberis so applied, as the case may be, pursuant to this Section 6.02 it shall be treated for all purposes hereof as an advance against, and shall reduce the if such amount of, any future distributions that would otherwise be made had actually been distributed 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 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 Notwithstanding any other provision herein to the contrary, so long as otherwise provided in this Section 6.02the Company is treated as a partnership for federal and state income tax purposes, the Company shall distribute to the Unitholders in respect of their Units, in the proportions specified herein, to the extent that funds are legally available therefor and would not be prohibited under any credit facility to which the Company or any Subsidiary is a party, for each Common Member and each PIPR Member as promptly as practicable after Fiscal Year an amount (any such amount, a “Tax Distribution”) in cash equal to the end of each of product of: (i) the first three Company Income Amount for the Fiscal Year, multiplied by (3ii) fiscal quarters of each fiscal year the Assumed Tax Rate for such Fiscal Year. The “Company Income Amount” for a Fiscal Year shall be an amount, if positive, equal to the net taxable income of the Company or relevant estimated tax payment date an amount equal to such Member’s Quarterly Tax Distribution for such fiscal quarter. In additionFiscal Year, minus any net taxable loss of the Company for any prior Fiscal Year not previously taken into account for purposes of this Section 4.2 to the extent such loss would be available under the Code to offset income of the Unitholders (or, as appropriate, the direct or indirect partners or members of the Unitholders) determined as if income and loss from the Company was the only income and loss of the Unitholders (or, as appropriate, the direct or indirect partners or members of the Unitholders) in such Fiscal Year and all prior Fiscal Years. The “Assumed Tax Rate” for a Fiscal Year shall distribute to each Common Member and each PIPR Member as promptly as practicable after the end of each fiscal year an amount be equal to the excesssum of the highest marginal federal, if anystate, of such Member’s Proportionate Tax Share for such fiscal year over and local income tax rates applicable to any Unitholder residing in the aggregate amount of Quarterly Tax Distributions made United States or its partners or members, as determined by the Board based on the information available to such Member with respect to such fiscal year. If, at it (taking into account the end of any fiscal year character of the Company, ’s income and the aggregate amount deductibility of Quarterly state and local taxes for federal income tax purposes). Such Tax Distributions shall be made to a Common Member Unitholders on an estimated basis each quarter as determined by the Board. The Board shall be entitled to adjust subsequent Tax Distributions up or a PIPR Member exceeds down to reflect any variation between such Member’s Proportionate estimated quarterly Tax Share, Distributions and the Tax Distributions that would have been computed under this Section 4.1(b) based on subsequent Tax information. Tax Distributions shall be made to the Unitholders in each case with respect to such fiscal year, then the proportion that 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 Company’s taxable income allocated to such Member Unitholder pursuant to this Section 6.02. Any amount distributed Article IV for such Fiscal Year (net of any taxable losses previously allocated to a Common Member or a PIPR Member, as such Holder that are taken into account in determining the case may be, Company Income Amount for such Fiscal Year) bears to the Company’s total taxable income allocated to all Unitholders pursuant to this Section 6.02 Article IV for such Fiscal Year (net of any taxable losses previously allocated to all Unitholder that are taken into account in determining the Company Income Amount for such Fiscal Year). Tax Distributions shall be treated as an advance against, and shall reduce the amount of, any future distributions that would otherwise be made considered advances on Distributions 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 Unitholders under 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 realizes4.1(a).

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 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 (determined for this purpose by taking into account only Units and Tax Distributions with respect to Units), the Tax Distributions to such Unitholder shall be increased to ensure that all Tax Distributions to holders of Units are made in accordance with their Pro Rata Share (determined for this purpose by taking into account only Units and Tax Distributions with respect to Units). The Managing Member shall be entitled to adjust subsequent Tax Distributions (in accordance with each Unitholder’s Pro Rata Share) 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 the Unitholders the amount of funds that are available after application of the end of each fiscal year an amount equal Tax Distribution Conditions on a pro rata basis (according to the excessamounts that would have been distributed to each Unitholder pursuant to this Section 4.1(a)(i) if available funds (after application of the Tax Distribution Conditions) existed in a sufficient amount to make such Distribution in full, if any, including application of such Member’s Proportionate Tax Share for such fiscal year over the aggregate amount of Quarterly requirement that Tax Distributions made to such Member with respect to such fiscal yearUnits be made pro rata). If, at the end of At any fiscal year time thereafter when additional funds of the CompanyCompany are available for Distribution after application of the Tax Distribution Conditions, the aggregate 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 each Unitholder pursuant to this Section 4.1(a)(i) if available funds (after application of the Tax Distribution Conditions) would have existed in a sufficient amount of Quarterly to make such Tax Distribution in full). 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 advanced distributions under the amount of, any future distributions that would otherwise be made to such Member pursuant to other provisions of this Section 6.024.1. 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 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 its reasonable best efforts to claim any tax benefit related to such advance that cause Subsidiaries of the Company reasonably determines is available to the Member on all relevant tax returns and shall disgorge make distributions to the Company any tax benefit the Member so realizessufficient to permit it to pay Tax Distributions.

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 (determined for this purpose by taking into account only Common Units and Tax Distributions with respect to Common Units), 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 (determined for this purpose by taking into account only Common Units and Tax Distributions with respect to Common Units). 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 the Unitholders the amount of funds that are available after application of the end of each fiscal year an amount equal Tax Distribution Conditions on a pro rata basis (according to the excessamounts that would have been distributed to each Unitholder pursuant to this Section 4.1(a)(i) if available funds (after application of the Tax Distribution Conditions) existed in a sufficient amount to make such Distribution in full, if any, including application of such Member’s Proportionate Tax Share for such fiscal year over the aggregate amount of Quarterly requirement that Tax Distributions made to such Member with respect to such fiscal yearCommon Units be made pro rata). If, at the end of At any fiscal year time thereafter when additional funds of the CompanyCompany are available for Distribution after application of the Tax Distribution Conditions, the aggregate 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 each Unitholder pursuant to this Section 4.1(a)(i) if available funds (after application of the Tax Distribution Conditions) would have existed in a sufficient amount of Quarterly to make such Tax Distribution in full). 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 advanced distributions under the amount of, any future distributions that would otherwise be made to such Member pursuant to other provisions of this Section 6.024.1. Any amount distributed The Company shall use its reasonable best efforts to a Common Member or a PIPR Member, as cause Subsidiaries of the case may be, pursuant Company to this Section 6.02 shall be treated as an advance against, and shall reduce make distributions to the amount of, any future distributions that would otherwise be made Company sufficient to such Member pursuant permit it to this Agreementpay Tax Distributions. Notwithstanding the foregoing, if a Member is not in no event will any Participation Threshold Unit be entitled to any future distributions pursuant receive Tax Distributions hereunder to the extent a distribution with respect to such Participation Threshold Unit would create or increase a negative Capital Account balance of the holder of such Unit, determined for this Agreement, then, except purpose as otherwise set forth in if each Participation Threshold Unit was held by a single holder from the Effective Date until the date of the applicable PIPR Agreementdistribution and which holder owns no other Units (and provided that in no event will any Participation Threshold Unit that is excluded from participating in a Tax Distribution as a result of this sentence be taken into account in determining the Pro Rata Share of Members entitled to receive Tax Distributions, 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 extent it is so realizesexcluded).

Tax Distributions. Except as otherwise Subject to the terms and conditions hereof and provided in this Section 6.02that no such Distribution would render the Company insolvent, the Board of Managers shall (subject to any required lender consents if the Company shall distribute or any of its Subsidiaries is then in default under any credit agreement to which any of them is a party) cause the Company to make, as and when determined by the Board of Managers, but no less often than on an annual basis, a distribution (only to the extent of available cash at the Company and subject to such terms and conditions as the Board of Managers may impose) to each Common Member and each PIPR pro rata in accordance with that Member’s percentage ownership of Units calculated to ensure that the aggregate amount of all distributions paid by the Company in all years to the Member as promptly as practicable after with the end highest estimated actual tax liability with respect to cumulative net taxable income allocations from the Company, but excluding gain from the sale of each all or substantially all assets of the first three Company is equal to such estimated actual tax liability (3) fiscal quarters which is deemed to be the highest marginal combined tax rate for an individual resident of each fiscal year New York, New York), determined by the Board of Managers as if allocations from the Company were, for any taxable year, the sole source of income and loss for such Member (“Tax Distribution”); provided, that if such Tax Distribution would result in a default or event of default under any credit agreement of the Company or relevant estimated tax payment date an amount equal to such Member’s Quarterly any of its Subsidiaries, no 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 againstmade unless the Board of Managers approves such pro rata Tax Distribution, 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 such pro rata Tax Distribution is not approved by the Member Board of Managers, a lower or disproportionate Tax Distribution that does not result in a default or event of default under any credit agreement of the Company or any of its Affiliates may be made if approved by the Board of Managers; provided, further, that if a disproportionate Tax Distribution is an Executive Officerpaid to Gryphon, such payment shall be in the form of limited recourse (to their Interests and any proceeds thereof) advances, to be repaid or recovered at a future date or on exit, whichever occurs first. To the extent the provisions of this Section 5.1(a) cannot be fully implemented, the Company shall not require repayment Board of Managers may make such advance if it would violate Section 402 alternative arrangements as are necessary to ensure that each Member receives the economic benefit of the Xxxxxxxx-Xxxxx Act, and, instead, such Member Tax Distributions contemplated under this Section 5.1(a) . All Members shall use their reasonable best commercial efforts to claim persuade any tax benefit related lender to agree to permit (if such advance that the Company reasonably determines lender’s consent is available to the Member on all relevant tax returns and shall disgorge to the Company any tax benefit the Member so realizesrequired) pro rata Tax Distributions.

Tax Distributions. Except as otherwise provided in this Section 6.02To the extent of Distributable Cash Flow, the Company shall distribute to each Common Member and with respect to each PIPR Member as promptly as practicable after the end of each of the first three (3) fiscal quarters of each fiscal taxable year of the Company or relevant estimated tax payment date (excluding the taxable year in which the Company is being liquidated) an amount of cash equal to such Member’s Quarterly Tax Distribution Liability Amount for such fiscal quartertaxable year (a “Tax Distribution”). In additionFor this purpose, a Member’s “Tax Liability Amount” for any such taxable year of the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after the end of each fiscal year means an amount equal to the excess, if any, of such Member’s Proportionate Assumed Tax Share for such fiscal year over Rate multiplied by (a) the aggregate amount of Quarterly Tax Distributions made taxable income (including separately stated items) and gain allocated to such Member for such taxable year of the Company (as shown on the applicable Internal Revenue Service Form 1065 Schedule K-1 filed by the Company), minus (b) the cumulative losses that have been allocated to such Member for each taxable year of the Company to the extent such losses have not previously reduced taxable income and gain pursuant to this provision. The “Assumed Tax Rate” shall mean the rate representing the highest federal and applicable state income tax rate in effect for an unmarried individual resident of the state of North Carolina, taking into account the character of income. To the extent feasible, Tax Distributions shall be made on a quarterly basis based on estimates of the Company’s taxable income to facilitate the Members’ ability to make quarterly estimated tax payments with respect to their income from the Company. At such fiscal time as the taxable income or loss of the Company for a taxable year is finally determined for purposes of the filing of its federal income tax return for the relevant year. If, at the end amounts of any fiscal year of excess Tax Distributions calculated in the manner provided above received by the Members shall be used to offset the Company, ’s obligation to make future Tax Distributions to the aggregate amount Members for subsequent taxable years or by so reducing the proceeds of Quarterly liquidation otherwise payable to such Member. All Tax 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 this Section 4.2(d) shall be treated as an advance against, distribution to such Member and shall reduce the amount of, of any future distributions that would otherwise be made distribution (other than Tax Distributions) to which 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 thereafter becomes entitled under this Agreement, whether from proceeds of the liquidation of the Company or otherwise. Notwithstanding the foregoing, if no Tax Distribution shall be payable in connection with a Member is not entitled to any future distributions pursuant to this Agreement, then, except as otherwise set forth in the applicable PIPR Agreement, sale or liquidation of the Company shall be permitted to require the Member to repay the Company the amount (including a sale 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 substantially all 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’s assets).

Tax Distributions. Except as otherwise provided in this Section 6.02In the event any Partner other than TopCo that is subject to U.S. federal income tax has Net Cumulative Taxable Income that exceeds zero, then on the next applicable Tax Distribution Date, the Company Partnership shall distribute to each Common Member Partner, whether or not such Partner is subject to U.S. federal income tax, its Assumed Tax Liability, less all prior distributions pursuant to Section ‎5.3 and each PIPR Member as promptly as practicable after this Section ‎5.4 paid in respect of such Partner’s Units, provided, however, that (a) TopCo shall be entitled to a distribution under this section only to the end extent and in the amount that its Assumed Tax Liability exceeds the total of each all amounts previously distributed to TopCo under Section 5.3 and this Section 5.4 and (b) the board of directors of the first three General Partner may in its sole discretion, after due consideration of and in accordance with the General Partner’s GP Duties, defer any distribution pursuant to this Section 5.4, as set forth in the following sentence. With respect to any distribution that is deferred pursuant to clause (3b) fiscal quarters of each fiscal year of the Company proviso to the preceding sentence, (i) such deferred distribution must be paid prior to or relevant estimated tax simultaneously with any distributions pursuant to Section 5.3(b), and no distribution shall be paid pursuant to Section 5.3(b) prior to the payment date an amount equal to of such Member’s Quarterly Tax Distribution for deferred distributions, and (ii) upon the payment of any such fiscal quarter. In additiondeferred distribution, the Company amount of such deferred distribution shall distribute to each Common Member and each PIPR Member as promptly as practicable after be increased at an annual rate of 10.0%, compounded daily, from the end of each fiscal year an amount equal date on which such distribution would have otherwise been paid to the excessdate on which such distribution is actually paid. Upon the exchange by a Partner of any Units for TopCo Shares, if any, which exchange is completed following the deferral of any distribution pursuant to clause (b) of the proviso to the first sentence of this Section 5.4 but prior to the payment in full of such Member’s Proportionate Tax Share for such fiscal year over the aggregate amount of Quarterly Tax Distributions made to such Member deferred distribution, this Section 5.4 shall survive with respect to such fiscal yearPerson, for the benefit of such Person. If, at Without limiting the end of any fiscal year of the Companyforegoing, the aggregate amount of Quarterly Tax Distributions made General Partner will use its reasonable best efforts not to a Common Member take any action, or a PIPR Member exceeds such Member’s Proportionate Tax Sharedo any thing, 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 reasonably be made expected to such Member result in a distribution becoming payable pursuant to this Section 6.02. Any amount distributed 5.4 (without regard for any determination that may be made by the board of directors of the General Partner to a Common Member or a PIPR Member, as the case may be, defer such distribution pursuant to clause (b) of the proviso to the first sentence of 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 realizes5.4).

Tax Distributions. Except as otherwise provided in this Section 6.02(i) With respect to each Member, the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after calculate the end excess of each of (x)(A) the first three (3) fiscal quarters of each fiscal year of the Company Income Amount allocated or relevant estimated tax payment date an amount equal allocable to such Member’s Quarterly Member for the Tax Distribution Estimation Period in question and 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 excessall preceding Tax Estimation Periods, if any, of within the Taxable Year containing such Member’s Proportionate Tax Share for such fiscal year Estimation Period multiplied by (B) the Assumed Tax Rate over (y) the aggregate amount of Quarterly all prior Tax Distributions made to such Member with 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 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, Taxable Year and shall reduce the amount of, any future distributions that would otherwise be Distributions made to such Member pursuant to this Section 6.02. Any 4.1(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 distributed to a Common Member or a PIPR Member, as the case may be, so calculated pursuant to this Section 6.02 shall be treated sentence is herein referred to 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“Tax Distribution”); provided, however, that, if that the Managing Member is an Executive Officermay make adjustments in its reasonable discretion to reflect transactions occurring during the Taxable Year. For purposes of this Agreement, the Company “Income Amount” for a Tax Estimation Period shall not require repayment of such advance if it would violate Section 402 equal, with respect to any Member, the net taxable income of the Xxxxxxxx-Xxxxx Act, and, instead, 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 use reasonable best efforts be determined (i) without regard to claim any tax benefit related 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 advance 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 reasonably determines is available allocable to the Member on all relevant tax returns for such Tax Estimation Period, are otherwise available to be utilized, and shall disgorge to the Company any tax benefit the Member so realizeshave not previously been taken into account in determining such Member’s Income Amount.

Tax Distributions. Except as otherwise provided in this Section 6.02(i) With respect to each Member, the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after calculate the end excess of each of (x) (A) the first three (3) fiscal quarters of each fiscal year of the Company Income Amount allocated or relevant estimated tax payment date an amount equal allocable to such Member’s Quarterly Member for the Tax Distribution Estimation Period in question and 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 excessall preceding Tax Estimation Periods, if any, of within the Taxable Year containing such Member’s Proportionate Tax Share for such fiscal year Estimation Period multiplied by (B) the Assumed Tax Rate over (y) the aggregate amount of Quarterly all prior Tax Distributions made to such Member with 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 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, Taxable Year and shall reduce the amount of, any future distributions that would otherwise be Distributions made to such Member pursuant to this Section 6.02. Any 4.1(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 distributed to a Common Member or a PIPR Member, as the case may be, so calculated pursuant to this Section 6.02 shall be treated sentence is herein referred to 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“Required Tax Distribution Amount”); provided, however, thatthat the Managing Member may make adjustments in its reasonable discretion to reflect transactions occurring during the Taxable Year, if provided further that to the extent permitted under the Credit Agreements, the Required Tax Distribution Amount with respect to PubCo shall in no event be less than an amount that will enable PubCo to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreements for the relevant 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 and any guaranteed payments paid to a Member). 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, (iii) by accounting for any limitations imposed on the deductibility of expenses and other items, and (iv) 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 is an Executive Officerfor 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. Notwithstanding anything to the contrary, the Company shall not require repayment of such advance if it would violate Section 402 of and the Xxxxxxxx-Xxxxx Act, and, instead, such Managing Member shall use be entitled to make 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 realizessimplifying assumptions in making determinations contemplated by this Section 4.1(c)(i).

Tax Distributions. Except as otherwise provided in this Section 6.02, (i) With respect to each Member the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after calculate the end excess of each of (x)(A) the first three (3) fiscal quarters of each fiscal year of the Company Income Amount allocated or relevant estimated tax payment date an amount equal allocable to such Member’s Quarterly Member for the Tax Distribution Estimation Period in question and 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 excessall preceding Tax Estimation Periods, if any, of within the taxable year containing such Member’s Proportionate Tax Share for such fiscal year Estimation Period multiplied by (B) the Assumed Tax Rate over (y) the aggregate amount of Quarterly all prior Tax Distributions made to such Member with 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 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, taxable year and shall reduce the amount of, any future distributions that would otherwise be Distributions made to such Member pursuant to this Section 6.02. Any 4.01(b), 4.01(c) and Section 4.02, 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 distributed to a Common Member or a PIPR Member, as the case may be, so calculated pursuant to this Section 6.02 shall be treated sentence is herein referred to 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“Member’s Required Tax Distribution”); provided, however, thatthat the OpCo Board may make adjustments in its reasonable discretion to reflect transactions occurring during the taxable year; provided, further, that if the amount of a Tax Distribution actually made with respect to a Tax Estimation Period is greater than or less than such Member’s Tax Distribution that would have been made under this Section 4.01(d)(i) for such period based on subsequent tax information and assuming no limitations based on prohibitions under applicable Law, Available Cash, or insolvency (such limitations, the “Liquidity Limitations”) (e.g., because the estimated Tax Distribution for a Tax Estimation Period was greater than or less than the amount calculated based on actual taxable income for such Tax Estimation Period or because such Tax Distribution would have rendered the Company insolvent), then, for subsequent Tax Estimation Periods, the OpCo Board shall, subject to the Liquidity Limitations, cause the Company to adjust the next Tax Distribution downward (but not below zero) or upward (but in any event pro rata in proportion to the Members’ respective number of Participating Units) to reflect such excess or shortfall; provided, further, that with respect to PubCo and its wholly owned Subsidiaries, the Member’s Required Tax Distribution for any Tax Estimation Period, shall be an amount sufficient for PubCo and its wholly owned Subsidiaries to receive a distribution pursuant to Section 4.01(b) and this Section 4.01(d) sufficient to enable PubCo and its wholly owned Subsidiaries to meet their U.S. federal, state, local and non-U.S. tax obligations and obligations under the Tax Receivable Agreement for such Tax Estimation Period, and, if the Member amount otherwise payable to PubCo and its wholly owned Subsidiaries (before the application of this proviso) is an Executive Officerless than such amount required by PubCo and its wholly owned Subsidiaries to meet such obligations, PubCo’s Required Tax Distribution shall be increased to enable PubCo and its wholly owned Subsidiaries to satisfy such obligations. For purposes of this Agreement, the Company “Income Amount” for a Tax Estimation Period shall not require repayment equal, with respect to any Member, the net taxable income (or, if applicable, gross taxable income, except to the extent offset by items of such advance if it would violate Section 402 loss thereof) of the Xxxxxxxx-Xxxxx Act, and, instead, Company allocated or allocable to such Member for such Tax Estimation Period (excluding any compensation paid to a Member but taking into account any corrective allocations made pursuant to Section 5.05(i) or Section 5.05(k)). For purposes of computing the Income Amount, the taxable income shall use reasonable best efforts be determined (i) without regard to claim any special adjustments of tax benefit related items required as a result of any election under Section 754 of the Code, including adjustments required by Sections 734 and 743 of the Code, and (ii) by including adjustments to such advance that taxable income in respect of Section 704(c) of the Code (including “reverse Section 704(c) allocations”). For the avoidance of doubt, taxable income will include any amounts required to be included in taxable income by a Member as a result of ownership by the Company reasonably determines is available to of an entity classified as a: (i) PFIC (including by reason of a QEF election or a xxxx-to-market election) or (ii) “controlled foreign corporation” within the meaning of Section 957 of the Code in which a Member on all relevant (or any of its direct or indirect owners) could be a “United States shareholder” for U.S. federal income tax returns and shall disgorge to the Company any tax benefit the Member so realizespurposes.

Tax Distributions. Except as otherwise provided Notwithstanding the order of distributions in this Section 6.024.1, the Company shall distribute Partnership will use reasonable best efforts, consistent with any restrictions which may be imposed by applicable law, to make distributions to each Common Member and each PIPR Member as promptly as practicable after the end Partner (or any other Person considered a partner for tax purposes) in amounts such that, prior to April 15 of each of the first three calendar year, each Partner (3or any other Person considered a partner for tax purposes) 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 has received 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 shall be treated as an advance against, and shall reduce the amount of, any future distributions that would otherwise be made to such Member prior years (whether pursuant to this Section 6.02. Any 4.2 or otherwise) in aggregate amounts which equal not less than the sum for the immediately preceding Taxable Year and for all prior Taxable Years of (i) the amount distributed of taxable income allocated to a Common Member such Partner for such Taxable Years, reduced by the amount of taxable losses allocated to such Partner for such Taxable Years, multiplied by (ii) for each Taxable Year, the maximum marginal tax rate for long-term capital gains or a PIPR Memberordinary income, as the case may be, pursuant plus other taxes imposed on such income, applicable to this Section 6.02 shall be treated as an advance against, individual taxpayer for federal income tax purposes and shall reduce for the amount of, any future distributions that would otherwise be made to state(s) in which the Partnership receives directly or indirectly taxable income in respect of the taxable income recognized during 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 AgreementTaxable Year (such distribution, 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 “Tax Distribution”). The Partnership will use reasonable best efforts to claim cause such distributions to be made in a manner which permits such Partner (or any other Person considered a partner for tax benefit related purposes) to use the proceeds of such advance that distributions to make on a timely basis all required estimated payments of taxes in respect of the Company taxable income so allocated to them (including as soon as is reasonably determines is available feasible following the end of each calendar quarter, but in no event later than January 10, April 10, June 10 and September 10 of each calendar year). The distributions required by this Section 4.2 will be made without regard for the relative priorities and amounts set forth in Section 4.1. Distributions made pursuant to this Section 4.2 shall be treated as advances on account of prospective distributions to be made pursuant to Section 4.1, and shall be taken into account by way of reduction on a dollar-for-dollar basis in determining the amount of future distributions to be made to any Partner pursuant to Section 4.1. No Partner shall be liable to the Member Partnership for any amount distributed to it pursuant to this Section 4.2, or for any interest on all relevant tax returns and shall disgorge to the Company any tax benefit the Member so realizessuch amount.

Tax Distributions. Except as otherwise provided The Board shall use reasonable efforts, subject to any applicable covenants and restrictions contained in this Section 6.02, the Company’s loan agreements and other agreements or obligations to which the Company shall or its properties are subject, to cause the Company to distribute to each Common Member and Holder with respect each PIPR Member as promptly as practicable Taxable Year (within 75 days after the end close of such Taxable Year, or on a quarterly or other basis as shall be determined by the Board in its sole discretion to be appropriate to enable each of the first three (3such Holder to pay estimated income tax liabilities) 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 excessproduct of (x) the combined maximum marginal federal, state, and local income tax rates (taking into account the deductibility of state and local income tax for federal income tax purposes) applicable to any Holder (or its partners or stockholders, if anyapplicable), as determined by the Board after reasonable inquiry, times (y) the difference of such Member’s Proportionate Tax Share (i) the taxable income and gains for such fiscal year Taxable Year allocated to such Holder pursuant to Section 4.5, reduced by (ii) the sum of (A) the taxable losses and deductions for such Taxable Year allocated to such Holder pursuant to Section 4.5, and (B) the excess of the aggregate taxable losses and deductions over the aggregate amount of Quarterly Tax Distributions made taxable income and gains for all prior Taxable Years allocated to such Member Holder pursuant to Section 4.5, but only to the extent that such excess can be applied or used for such Taxable Year. Where excess taxable losses and deductions in prior Taxable Years reduce distributions under the immediately preceding sentence, with the approval of the Board, the Company may (but shall not be required to) distribute an amount to Holders with respect to a Taxable Year (in proportion to the net taxable income allocated to each Holder for such fiscal year. If, at the end of any fiscal year Taxable Year) in excess of the Companyamount provided pursuant to the immediately preceding sentence sufficient (in combination with any amounts paid pursuant to the immediately preceding sentence) to allow each Holder (or the direct or indirect partners or members of a Holder) to (x) pay federal, state, local or foreign withholding taxes imposed with respect to Company income for such Taxable Year or (y) pay state or local tax on Company income reported on a state or local composite tax return for such Taxable Year, where such excess taxable losses and deductions of the aggregate amount Company in prior Taxable Years may not be applied to reduce such withholding taxes or composite return taxes. The Company shall be entitled to pay amounts distributable pursuant to the prior two sentences by making payments to a tax authority on behalf of Quarterly Tax Distributions a Holder (or such Holder’s direct or indirect partners or members), for example, in connection with withholding taxes or composite return taxes and, in such case, such amounts shall be treated as distributed to the Holder on whose behalf such payments were made. Any Distribution to a Holder pursuant to this Section 4.2(a) (I) that is made to a Holder of Series A Common Member or Units as a PIPR Member exceeds such Member’s Proportionate Tax Share, in each case with respect result of taxable income and gains allocated to such fiscal yearSeries A Common Units, then the amount of such excess shall be treated as an advance against, Distribution of Unpaid Series A Yield pursuant to Section 4.2(b)(i) and shall reduce the amount ofof Unpaid Series A Yield, any future distributions or (II) that would otherwise be is made to a Holder of Series B Common Units and/or Series C Common Units as a result of taxable income and gains allocated to such Member pursuant to this Section 6.02. Any amount distributed to a Series B Common Member or a PIPR MemberUnits and/or Series C Common Units, as the case may be, pursuant to this Section 6.02 shall be treated as an advance against, Distribution under Section 4.2(b)(ii) and shall reduce the amount of, any be offset against future distributions Distributions that such Holder would otherwise be made entitled to such Member receive 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 realizes4.2(b)(ii).

Tax Distributions. Except as otherwise provided Notwithstanding anything to the contrary in this Section 6.02ARTICLE VI, to the extent that the Board determines, in its sole discretion, that Net Available Cash is available therefor, the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable make, within seventy-five (75) days after the end of each of the first three (3) fiscal quarters of each fiscal taxable 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 additionCompany, the Company shall distribute a cash distribution to each Common Member and each PIPR Member as promptly as practicable after the end of each fiscal year (a “Tax Distribution”) in an amount equal to the excess, if any, Tax Distribution Amount of such Member’s Proportionate Tax Share Member for such fiscal taxable year over (or if the aggregate Board determines that Net Available Cash is insufficient to make a distribution of the Tax Distribution Amount to each Member, such lesser amount of Quarterly as may be determined by the Board). Tax Distributions made to a Member pursuant to this Section 6.03 shall, except as described below in connection with certain excess tax payments, be treated as advance payments of amounts to which such Member (or a direct or indirect successor thereto) would otherwise be entitled pursuant to Section 6.02 (including as a result of Section 10.02) and accordingly shall reduce, on a dollar-for-dollar basis, the amount actually paid to such Member (or a direct or indirect successor thereto) pursuant to Section 6.02 (including as a result of Section 10.02) until all such Tax Distributions have been fully offset thereby. The Board may make Tax Distributions on an estimated basis at such times as to permit Members to satisfy estimated tax payment responsibilities with respect to such fiscal year. If, at the end of any fiscal year of expected allocations from the Company, the aggregate amount of Quarterly in which case any excess Tax Distributions made to a Common Member or a PIPR Member exceeds such Member’s Proportionate based upon estimated allocations exceeding actual allocations shall reduce subsequent Tax Share, in each case with respect Distributions to such fiscal year, then Member by 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 Tax Distributions (other than the amount of such advance; provided, however, that, if excess Tax Distributions applied to reduce distributions under Section 6.02 prior to their application to reduce subsequent Tax Distributions). In the Member is an Executive Officercase of a transfer of Units in the Company, the Company Tax Distribution history attributable to such interest, as determined by the Board in its reasonable discretion, shall not require repayment transfer with such equity interest. Unless otherwise determined by the Board, no Tax Distributions shall be made following the commencement of such advance if it would violate Section 402 a dissolution 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 in this Prior to making any distributions under Section 6.026.1, the Board shall use its best efforts to cause the Company shall distribute to make quarterly cash distributions (each, a “Tax Distribution”) no later than fifteen (15) days prior to the quarterly payment deadline for U.S. federal income taxes for corporations (with the first Tax Distribution after the Effective Date to occur no later than November 30, 2019). The Tax Distribution 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 be in an amount equal to the excessexcess of (a) the Assumed Tax Rate multiplied by the taxable income allocated (or estimated to be allocated) by the Company to such Member in respect of such Fiscal Year (excluding, if anyfor the avoidance of doubt, any income allocated as a result of any guaranteed payments in respect of services, and determined by taking into account any taxable losses or deductions from prior periods allocated to such Member (or such Member’s Proportionate Tax Share for predecessor in interest) to the extent not taken into account as a reduction in taxable income hereunder in prior periods) and determined without taking into account any special basis adjustment with respect to such fiscal year Member pursuant to Section 743(b) of the Code or special allocations under Section 704(c) of the Code) over (b) the aggregate amount sum (with duplication) of Quarterly all other amounts previously distributed to such Member in the Fiscal Year in which the taxable income arose (excluding distributions made to the Members constituting a return of capital) and any Tax Distributions previously made to such Member with respect to such fiscal yearfor all periods. If, at the end of any fiscal year of the Company, If 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 any Fiscal Year based on estimated allocations of taxable income is greater or lesser than the Tax Distributions due to such fiscal yearMember for such Fiscal Year pursuant to this provision, then as finally determined, appropriate adjustments shall be made to the amounts of the next subsequent Tax Distributions due to such Member or, if necessary, distributions due to such Member pursuant to Section 6.1. The amount of such excess distributed to a Member pursuant to this Section 6.2 shall be treated as an advance against, and shall reduce the amount of, any against future distributions that would otherwise be made payable to such Member pursuant to this (or by reason of) 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 realizes6.1.

Tax Distributions. Except as otherwise provided in this Section 6.02(i) With respect to each Fiscal Year, to the extent the Company shall distribute has available cash for distribution by the Company under the Delaware Act and subject to each Common Member any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and each PIPR Member subject to the retention and establishment of reserves, or payment to third parties, of such funds as promptly as practicable after the end of each of Manager deems necessary or desirable in its sole discretion with respect to the first three (3) fiscal quarters of each fiscal year reasonable needs and obligations of the Company or relevant estimated tax payment date an amount equal any of its Subsidiaries and to prevent their insolvency (such limitations, the “Liquidity Limitations”), the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member (including, for the avoidance of doubt, any holders of Incentive Units) in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates that allow for timely payment of quarterly estimated tax payments for U.S. federal income tax purposes by both individuals and corporations, as determined by the Manager) (each, a “Quarterly Tax Distribution for such fiscal quarter. In additionDistribution”); provided that, the foregoing shall not restrict 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 from making a Tax Share for such fiscal year over the aggregate amount of Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the current Fiscal Year based on four equal quarterly installments, which may be adjusted for updated quarterly estimations. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member (subject to the Liquidity Limitations). For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to 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 realizessubsequent Fiscal Year.

Tax Distributions. Except as otherwise provided in this Section 6.02(a) Within fifteen (15) days following the end of each Tax Estimation Period, 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 in cash equal to the excessexcess of (i)(A) the Income Amount allocated or allocable to such Member for the Tax Estimation Period in question and for all preceding Tax Estimation Periods, if any, of within the Taxable Year containing such Member’s Proportionate Tax Share for such fiscal year Estimation Period multiplied by (B) the Assumed Tax Rate over (ii) the aggregate amount of Quarterly Tax any 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 5.1(a) or (b) as applicable, 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 (i)(A) (amounts distributed to a Common Member or a PIPR Member, as the case may be, pursuant to this Section 6.02 5.2(a) are herein referred to as “Tax Distributions”. For purposes of this Agreement, the “Income Amount” for a Tax Estimation Period shall be treated as equal, with respect to any Member, an advance againstamount, and shall reduce if positive, equal to the amount of, any future distributions that would otherwise be made net taxable income of the Company allocated or allocable to such Member pursuant for such Tax Estimation Period (excluding any allocations of income or gain to this Agreement. Notwithstanding the foregoing, if a Member is not entitled with respect to any future distributions pursuant compensation, interest or other amount properly treated as a guaranteed payment to this Agreementsuch Member for federal income tax purposes), then, except as otherwise set forth in the applicable PIPR Agreement, minus any net taxable loss of the Company allocated or allocable to such Member for any prior Taxable Year to the extent the Board of Managers determines in good faith after consulting with such Member that such net taxable loss (i) is usable by such Member to offset net taxable income of the Company allocated or allocable to such Member for the current Tax Estimation Period (or would be so usable if such net taxable loss had not been previously used by such Member to offset the net taxable income from other sources) and (ii) has not previously been determined to be usable by such Member to offset net taxable income of the Company allocated or allocable to such Member for any prior Tax Estimation Period. For purposes of calculating the Income Amount for a Member in any Tax Estimation Period or a net taxable loss for a Member in any prior Taxable Year, remedial allocations of income or gain in respect of the Class C Units attributable to the use of the “Remedial Method” within the meaning of Treasury Regulations Section 1 .704-3(d) as contemplated by the UPA shall be permitted to require the Member to repay the Company the amount of such advancetaken into account; provided, however, that, if the Member is an Executive Officer, the Company shall not require repayment (i) remedial allocations of such advance if it would violate Section 402 loss or deduction in respect 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 Class A Units and Class B Units attributable to the Member on all relevant tax returns use of the “Remedial Method” within the meaning of Treasury Regulations Section 1 .704-3(d) as contemplated by the UPA and shall disgorge (ii) allocations of loss or deduction in respect of Class A Units and Class B Units attributable to “Amortizable Section 197 Intangibles,” within the meaning of Section 197(c) of the Code that were contributed by the holders of Class A Units and Class B Units to the Company any tax benefit in the Member so realizestransactions contemplated by the UPA, shall not be taken into account.

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 Prior to making distributions pursuant to Section 6.024.1, on or prior to each Tax Distribution Date, the Company Partnership shall distribute be required to, subject only to each Common Member (i) Section 4.5, (ii) Available Cash and each PIPR Member as promptly as practicable after (iii) the end terms and conditions of each any applicable Debt arrangements (and the General Partner will use commercially reasonable efforts not to enter into Debt arrangements the terms and conditions of which restrict or prohibit the first three making of customary tax distributions to the Partners), make pro rata distributions of cash to the Holders of Partnership Units (3) fiscal quarters in accordance with their respective Percentage Interests of each fiscal year of the Company Partnership Units), including Seller Earnout Units, Class P Units, and Equitized Class P Series Units (whether Vested Units or relevant estimated tax payment date Unvested Units), in an amount sufficient to ensure that each such Holder receives a distribution at least equal to such MemberHolder’s Quarterly Assumed 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 excessLiability, 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. Ifthe relevant taxable period to which the distribution relates (“Tax Distributions”); provided, at the end of any fiscal year of the Companyhowever, the aggregate amount of Quarterly that Tax Distributions may be made to a Common Member or a PIPR Member exceeds such Member’s Proportionate Tax Share, in each case disproportionately with respect to such fiscal yearSeller Earnout Units, then Class P Units and Equitized Class P Series Units vis-a-vis Common Units, and regardless of whether Tax Distributions are made with respect to Common Units, to the amount extent set forth in the proviso of the next sentence; provided, further, to the extent any Tax Distribution is made disproportionately with respect to Seller Earnout Units, Class P Units and Equitized Class P Series Units vis-a-vis Common Units, the portion of such excess Tax Distribution disproportionately made in respect of any Seller Earnout Units, Class P Unit or Equitized Class P Series Unit shall be treated serve as an advance against, of (and shall reduce the amount amounts otherwise distributable or reserved in respect of) such Seller Earnout Units, Class P Unit or Equitized Class P Series Unit following such disproportionate Tax Distribution; and provided, further, in no event shall the Partnership be required to make 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 Tax Distributions on the case may be, pursuant to this Section 6.02 shall be treated as an advance against, First Tax Distribution Date and shall reduce the amount of, any future distributions that would otherwise of Tax Distribution required on the succeeding Tax Distribution date will be made to increased by such Member pursuant to this Agreementshortfall until the full amount of required Tax Distributions on the First Tax Distribution Date has been made. Notwithstanding the foregoing, if a Member is not entitled to any future distributions pursuant to this AgreementSection 4.2, thenif any, except shall be made to the Partners only to the extent all previous distributions to the Partners pursuant to Section 4.1 with respect to the taxable period are less than the distributions the Partners otherwise would have been entitled to receive with respect to such taxable period pursuant to this Section 4.2, provided that, the per Unit amount of any distributions made pursuant to Section 4.1 that would have been allowable as Tax Distributions but for this sentence shall be made as Tax Distributions pursuant to this Section 4.2 to the holders of Seller Earnout Units, Class P Units, and Equitized Class P Series Units to the extent such holders are not otherwise set forth in entitled to distributions pursuant to Section 4.1 or Section 4.7, as applicable, as of the applicable PIPR AgreementTax Distribution Date. For the avoidance of doubt, if for any reason the Company shall be permitted Partnership on any Tax Distribution Date does not make the full amount of distributions required under this Section 4.2 (determined without regard to require the Member to repay limitations in clauses (i), (ii), and (iii) of the Company first sentence in this Section 4.2), the amount of Tax Distributions required on the succeeding Tax Distribution Date will be increased by such advance; provided, however, that, if shortfall until the Member is an Executive Officer, the Company shall not require repayment full amount 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 realizesrequired Tax Distributions have been made.

Tax Distributions. Except as (i) Unless otherwise provided determined by the Board in this Section 6.02its reasonable discretion, within fifteen (15) days following the end of each Tax Estimation Period, 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 in cash equal to the excessexcess of (x)(A) the Income Amount allocated or allocable to such Member for the Tax Estimation Period in question and for all preceding Tax Estimation Periods, if any, of within the Taxable Year containing such Member’s Proportionate Tax Share for such fiscal year Estimation Period multiplied by (B) the Assumed Tax Rate over (y) the aggregate amount of Quarterly all prior Tax Distributions made to such Member with 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 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, Taxable Year and shall reduce the amount of, any future distributions that would otherwise be Distributions made to such Member pursuant to this Section 6.02. Any amount 4.1(a), 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) (amounts distributed to a Common Member or a PIPR Member, as the case may be, pursuant to this Section 6.02 4.1(b) are herein referred to as “Tax Distributions”). For purposes of this Agreement, the “Income Amount” for a Tax Estimation Period shall equal, with respect to any Member, an amount, if positive, equal to the net taxable income of the Company allocated or allocable to such Member for such Tax Estimation Period (excluding any guaranteed payments for services or any other compensation paid to a Member outside of this Agreement), minus any net taxable loss of the Company allocated or allocable to such Member for any prior Tax Estimation Period to the extent the Board determines in good faith after consulting with such Member that such net taxable loss (x) is usable by such Member to offset net taxable income of the Company allocated or allocable to such Member for the current Tax Estimation Period (or would be so usable if such net taxable loss had not been previously used by such Member to offset the net taxable income from other sources) and (y) has not previously been determined to be usable by such Member to offset net taxable income of the Company allocated or allocable to such Member for any prior Tax Estimation Period. For purposes of calculating the Income Amount for a Member with respect to any Tax Estimation Period or a net taxable loss for a Member in any prior Taxable Year, any allocation of income, gain, loss and deduction under Section 704(c) of the Code shall be taken into account. Tax Distributions pursuant to this Section 4.1(b) shall be treated as an advance againstadvances of Distributions under Section 4.1(a), and shall reduce the amount of, any future distributions that would or offset amounts otherwise be made to such Member distributable 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 realizes4.1(a).

Tax Distributions. Except as otherwise provided in this Section 6.02(i) With respect to each Member, the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after calculate the end excess of each of (x) (A) the first three (3) fiscal quarters of each fiscal year of the Company Income Amount allocated or relevant estimated tax payment date an amount equal allocable to such Member’s Quarterly Member for the Tax Distribution Estimation Period in question and 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 excessall preceding Tax Estimation Periods, if any, of within the Taxable Year containing such Member’s Proportionate Tax Share for such fiscal year Estimation Period multiplied by (B) the Assumed Tax Rate over (y) the aggregate amount of Quarterly all prior Tax Distributions made to such Member with 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 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, Taxable Year and shall reduce the amount of, any future distributions that would otherwise be Distributions made to such Member pursuant to this Section 6.02. Any 4.1(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 distributed to a Common Member or a PIPR Member, as the case may be, so calculated pursuant to this Section 6.02 shall be treated sentence is herein referred to 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“Required Tax Distribution Amount”); provided, however, thatthat the Managing Member may make adjustments in its reasonable discretion to reflect transactions occurring during the Taxable Year, if provided further that to the Member is an Executive Officerextent permitted under the Credit Agreements, the Company Required Tax Distribution Amount with respect to PubCo shall not require repayment in no event be less than an amount that will enable PubCo to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreements for the relevant Taxable Year. For purposes of such advance if it would violate Section 402 this Agreement, the “Income Amount” for a Tax Estimation Period shall equal, with respect to any Member, the net taxable income of the Xxxxxxxx-Xxxxx Act, and, instead, Company allocated or allocable to such Member for such Tax Estimation Period (excluding any compensation paid to a Member outside of this Agreement and any guaranteed payments paid to a Member). For purposes of computing the Income Amount, taxable income shall use reasonable best efforts be determined (i) without regard to claim any tax benefit related 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, (iii) by accounting for any limitations imposed on the deductibility of expenses and other items, and (iv) by reducing such taxable income by taxable losses of the Company allocated to such advance 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 reasonably determines is available allocable to the Member on all relevant tax returns for such Tax Estimation Period, are otherwise available to be utilized, and shall disgorge to the Company any tax benefit the Member so realizes.have not previously been taken into account in determining such Member’s Income

Tax Distributions. Except as otherwise provided in this Section 6.02, the The Company shall distribute to each Common Member and each PIPR Member the Partners in accordance with the Partners’ Partnership Interests as promptly as reasonably practicable after the end of each of the first three (3and in any event within forty-five (45) 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 days) after the end of each fiscal year quarter in a Fiscal Year an amount equal to the excess, if any, of such Member’s Proportionate (i) the product of (A) the Estimated Taxable Income for the fiscal quarter and the prior fiscal quarters in the Fiscal Year and (B) the Tax Share for such fiscal year Rate over (ii) the aggregate amount amounts distributed pursuant to this Section 7.1(b) with respect to the prior fiscal quarters in the Fiscal Year. As soon as reasonably practicable following the filing of Quarterly Tax Distributions made the Company’s federal tax return (or any amended federal tax return) for a Fiscal Year, the Company shall distribute to such Member the Partners with respect to such fiscal year. IfFiscal Year an amount equal to the excess, at if any, of (i) the end product of any fiscal year of (A) the Company, Actual Taxable Income for such Fiscal Year and (B) the Tax Rate over (ii) 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 amounts distributed pursuant to this Section 6.02. Any amount distributed 7.1(b) with respect 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 prior fiscal quarters in 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 advanceFiscal Year; provided, however, thatthat if (i) the aggregate amounts distributed pursuant to this Section 7.1(b) with respect to the prior fiscal quarters in such Fiscal Year exceeds (ii) the product of (A) the Actual Taxable Income for such Fiscal Year and (B) the Tax Rate then an amount equal to such excess shall reduce the amounts next distributable pursuant to this Section 7.1(b); and provided, if further, that in determining Estimated Taxable Income and Actual Taxable Income for any relevant period, there shall be taken into account, in the Member is an Executive Officermanner determined by the Company, (i) any losses in other relevant periods, and (ii) any adjustment to the Company shall not require repayment Company’s taxable income made with respect to any relevant period pursuant to a determination (within the meaning of such advance if it would violate Section 402 1313(a) of the XxxxxxxxCode; provided that such term shall also include agreed-Xxxxx Act, and, instead, such Member upon Internal Revenue Service audit adjustments). The distributions pursuant to this Section 7.1(b) shall use reasonable best efforts be referred 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 realizesas “Tax Distributions”.”

Tax Distributions. Except as otherwise provided in this Section 6.02To the extent permitted under the Act, the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after within fifteen (15) days following 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 additionEstimation Period, the Company Manager shall use commercially reasonable efforts to cause the LLC to distribute to each Common Member and each PIPR Member as promptly as practicable after the end of each fiscal year Members cash in an amount equal to the excess, if any, of such MemberLLC’s Proportionate Tax Share for such fiscal year over the aggregate amount of Quarterly Tax Distributions made Adjusted Taxable Income allocated to such Member for the Tax Estimation Period in question (provided that the LLC’s Adjusted Taxable Income is a positive number), multiplied by the Combined Effective Marginal Tax. Additionally, in the event that based on the LLC’s tax returns the Manager determines that the LLC’s actual Adjusted Taxable Income computed through the end of the preceding Fiscal Year is more than the amount used for purposes of computing the amount distributable pursuant to the previous sentence, the Manager shall use commercially reasonable efforts to cause the LLC to distribute, within ninety (90) days after the end of that Fiscal Year, any additional amounts the Manager determines are necessary to account for the taxes attributable to such increased Adjusted Taxable Income. If the Manager determines that the tax distributions pursuant to this Section 3.1 with respect to such fiscal year. If, at a Tax Estimation Period cannot be made in full or that that it is not in the end of any fiscal year interest of the Company, the aggregate amount of Quarterly Tax Distributions made Members to a Common Member or a PIPR Member exceeds make such Member’s Proportionate Tax Share, tax distributions in each case with respect to such fiscal yearfull, then the tax distributions shall be made in the highest aggregate amount of the Manager determines to be appropriate and shall be apportioned among the Members based on their relative entitlement to distributions pursuant to this Section 3.1. To the extent distributions are made pursuant to this Section 3.1, all such excess distributions shall be treated as an advance advances against, and thus 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 including Sections 3.2, 3.3 and 8.3 hereof, currently or in future periods, and such distributions shall be deemed to any future distributions have been received pursuant to the particular Sections or subsections (other than this Agreement, then, except Section 3.1) against which the tax distributions are treated 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 realizesadvances.

Tax Distributions. Except as otherwise provided To the extent funds of the Company are legally available for distribution by the Company with respect to each Fiscal Quarter, and subject to any restrictions contained in this Section 6.02any credit agreement to which the Company or any Subsidiary is bound, the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after (including, for the end avoidance of each doubt, in respect of the first three (3Unvested Units) fiscal quarters of each fiscal year of the Company or relevant estimated tax payment date an amount of cash (each a “Tax Distribution”) equal to such Member’s Quarterly Assumed Tax Liability for such Fiscal Quarter minus all distributions previously made to such Member during such Fiscal Quarter pursuant to Section 5.1. The Company will use reasonable best efforts to make Tax Distributions on a quarterly basis at least five business days prior to the date on which a corporation on a calendar year would be required to make quarterly estimated tax payments. To the extent a holder of Units would receive for any Fiscal Quarter less than its pro rata share (in accordance with the number of Units owned by each Member) of the aggregate Tax Distributions to be paid pursuant to the preceding sentence, the Tax Distributions to such Member shall be increased to ensure that all Tax Distributions to holders of Units are made on a pro rata basis (in accordance with the number of Units owned by each Member). The Board 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 5.2(a) based on subsequent information. In the event that the funds available for any Tax Distribution for such fiscal quarter. In additionto be made hereunder are insufficient to pay the full amount of the Tax Distribution that would otherwise be required under this Section 5.2(a), 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 Members the amount of such excess shall be treated as an advance against, and shall reduce funds that are available on a pro rata basis (according to the amount of, any future distributions amounts that would otherwise be made have been distributed to such each Member pursuant to this Section 6.025.2(a) if available funds 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, the Company shall use its reasonable best efforts to immediately distribute such funds to the Members 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 shall be treated as an advance against, and shall reduce the 5.2(a) if available funds would have existed in a sufficient amount of, any future distributions that would otherwise be made to make 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 Tax Distribution 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 realizesfull).

Tax Distributions. Except as otherwise provided in this Section 6.02With respect to each calendar quarter during each tax year, the Board shall cause the Company shall to distribute to each Common Member and each PIPR Member as promptly as practicable after within 30 days of the end of each of the first three (3) fiscal quarters of each fiscal year of the Company or relevant estimated tax payment date such quarter an amount of cash estimated by the Board to equal to the aggregate U.S. federal, state and local tax liability such Member’s Quarterly Tax Distribution Member would have incurred in respect of its Units for such fiscal quarterquarter (such distribution a “Tax Distribution”). In additionPartial distributions made to the Members under this Section 20(c) of less than the full amount called for hereby, will be made first, to the Company shall distribute holders of Preferred Units, in an amount distributable in respect of their Preferred Units pursuant to this Section 20(c), and thereafter, in proportion to the respective amounts otherwise distributable to the holders of Common Units and the holders of Incentive Units pursuant to this Section 20(c). With respect to each Common Member and each PIPR Member as promptly as practicable after the end of each fiscal year Member, such amount shall be determined (a) based on an amount assumed aggregate effective tax rate equal to the excesshighest combined federal, state and local income tax rate applicable to an individual resident in New York, NY, subject, in the event of changes in marginal tax rates, to corresponding adjustment by the Board in its discretion, (b) as if anysuch Member was subject to tax on all taxable income and gains allocated to it by the Company with respect to such tax year (net of all items of deductible loss or expenses), as determined from time to time by the Board without taking into account any special basis adjustment with respect to such Member pursuant to section 743(b) of the Code and any allocations required by Sections 704(c) and 737 of the Code, and (c) as if any increase in such Member’s Proportionate Tax Share tax liability as a result of any audit adjustment with respect to tax items for prior tax years (and any liability for interest and penalties attributable to such fiscal year over the aggregate amount adjustment) constituted a tax liability of Quarterly Tax Distributions made to such Member with respect to such fiscal the current tax 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 shall not constitute advances of the distributions 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 6.0220(a). Any amount distributed No Tax Distributions shall be made in excess of the Company’s available cash, in violation of applicable law, with respect to the issuance of Units to any Person, or with respect to a Common Member Sale of the Company or a PIPR Member, dissolution of the Company or any of its Subsidiaries (in each case 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 determined 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 Board’s 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 realizesdiscretion).

Tax Distributions. Except (i) To the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as otherwise provided the Managing Member deems necessary or desirable in this its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Managing Member shall cause the Company to make each Fiscal Year or portion thereof beginning on or after the date hereof, on a quarterly basis by the 10th (or next succeeding Business Day) of each of March, June, September and December (or other dates as may be appropriate in light of tax and estimated tax payment requirements), distributions to each Member that aggregate to such Member’s Tax Distribution Amount for such Fiscal Year or portion thereof. A final accounting for Tax Distributions shall be made for each taxable year or portion thereof after the taxable income or loss of the Company has been determined for such taxable year or portion thereof, and the Company shall promptly thereafter make supplemental Tax Distributions (or future Tax Distributions will be reduced) to reflect any difference between estimates previously used in calculating Tax Distributions and the relevant actual amounts recognized. If, following an audit or examination, there is an adjustment (including in connection with a “push-out” election under Section 6.026226 of the Code and any analogous election under state or local tax Laws) that would affect the calculation of the Company’s taxable income or taxable loss for a given period or portion thereof (or result in additional tax liabilities to a Member pursuant to Section 6226 of the Code or any analogous election under state or local tax Laws), or in the event that the Company files an amended tax return (or administrative adjustment request) which has such effect, then, subject to the availability of cash and any restrictions set forth in any credit agreements or other debt documents to which the Company is a party, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Managing Member deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall distribute promptly recalculate each Member’s Tax Distribution and Tax Distribution Amount for the applicable period and, subject to each Common Member and each PIPR Member as promptly as practicable after the end of each of the first three Section 9.01(d), make additional Tax Distributions (3increased by an additional amount estimated to be sufficient to cover any interest or penalties) fiscal quarters of each fiscal year of the Company or relevant estimated tax payment date an amount equal to give effect 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 adjustment 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 amended tax return (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 Agreementadministrative adjustment request). Notwithstanding the foregoing, if a to the extent any Member is not otherwise would, on any given date, be entitled to any future distributions receive less than its ratable portion, based on the number of Class A Units or Management Incentive Units, as applicable, owned by such Member, of the aggregate Tax Distributions to be paid pursuant to this Agreement, then, except as otherwise set forth in Section 5.03(d) on such date to the applicable PIPR Agreementholders of Class A Units and Management Incentive Units, the Company Tax Distributions to all such Members shall at the election of any of the TPG Member or the Intel Member or the Managing Member, subject to Section 5.03(f)(v) and Section 9.01(d), be permitted increased to require ensure that all Tax Distributions made pursuant to this Section 5.03(d) are made ratably among the Member to repay Members based on the Company number of Class A Units or Management Incentive Units, as applicable, owned by the amount Members as of such advancedate; provided, however, thatthat this increase in Tax Distributions shall only occur, if at all, with respect to the Member portion of the taxable year beginning on the date hereof to the extent resulting from Service Provider Members or Affiliates thereof, but for the operation of this sentence, receiving in the aggregate more than their ratable portions of Tax Distributions for such period, based on the number of Class A Units or Management Incentive Units, as applicable, owned by them as of the applicable distribution date where such “excess” amount of Tax Distributions exceeds $3,000,000 for such period. If on the date on which a Tax Distribution is an Executive Officer, to be made there are not sufficient available funds in the Company shall (or any of its Subsidiaries that are not require repayment foreign corporations for U.S. federal income tax purposes) to distribute the full amount of the relevant Tax Distributions otherwise to be made or any credit agreements or other debt documents to which the Company (or any of its Subsidiaries) is a party do not permit the Company to receive from its Subsidiaries or distribute to each Member the full amount of the Tax Distributions otherwise to be made to each such Member, distributions pursuant to this Section 5.03(d) shall, subject to Section 5.03(f)(v) and Section 9.01(d), be made ratably among the Members based on the number of Class A Units or Management Incentive Units, as applicable, owned by such Members as of such advance if it would violate Section 402 date to the extent 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 realizesfunds.

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.

Tax Distributions. Except as otherwise To the extent not prohibited by the terms of any Financing or any nonwaivable provision of the Act or other applicable law, the Board may cause the Company to make cash distributions to all of the Members, or to the Class C Members only, to the extent of Cash Available for Distribution in amounts intended to enable such Member and, to the extent applicable, its applicable beneficial owners, to discharge, on a quarterly basis, their United States federal, state and local income tax liabilities arising from allocations made or estimated to be made pursuant to Article 5 but only to the extent provided in this Section 6.024.3 (each, the Company shall distribute a “Tax Liability Distribution”). The amount of any Tax Liability Distribution with respect to each Common Member and each PIPR Member as promptly as practicable after the end of each of the first three (3) any fiscal quarters of each fiscal year quarter of the Company with respect to each type of Membership Interest shall be determined by the Board, provided that such distributions shall not exceed the product of (a) the maximum combined United States federal, state and local tax rates applicable to individuals or relevant corporations (whichever is applicable) located in Nevada, on ordinary income and net short-term capital gain or on net long-term capital gain, as applicable, and taking into account the deductibility of state and local income taxes for United States federal income tax purposes and the character of the income in question and the holding period of any asset disposed of, multiplied by (b) the amounts of net taxable income allocated or estimated tax payment date an amount equal to such Member’s Quarterly Tax Distribution be allocated pursuant to Article 5 for such fiscal quarter. In addition, Tax Liability Distributions for a fiscal quarter of 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 be made, if at all, to the excessMembers, if any, pro rata in proportion to the relative amounts of net taxable income allocated or estimated to be allocated to such Member’s Proportionate Tax Share Members pursuant to Article 5 for such fiscal year over quarter; provided, however, that the aggregate amount of Quarterly any Tax Distributions made Liability Distribution 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 be made to a Common Member or a PIPR Member exceeds such Member’s Proportionate Tax Share, in each case with respect to for such fiscal year, then quarter shall be reduced by the amount of distributions received by such Member pursuant to this Article 4 during such fiscal quarter. Tax Liability Distributions to be made to any Class C member shall be first paid out of the Segregated Account established on behalf of such Class C Member until the balance remaining in such Segregated Account is zero, and any Tax Liability Distributions to such Class C Member in excess of the amount in his or her Segregated Account shall be treated as an advance against, and shall reduce the amount of, any future distributions the next distribution(s) that such Member would otherwise receive pursuant to this Article 4 or Article 12. Tax Liability Distributions to be made to such any Capital 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 the next distribution(s) that such Members would otherwise be made to such Member receive 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 realizesArticle 4 or Article 12.

Tax Distributions. Except as otherwise provided Subject to the limitations set forth in this Section 6.02any indenture or other credit, or other financing and warehousing or similar agreement governing indebtedness or other liabilities of the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after 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 three (3) fiscal quarters first, second, and third Quarterly Estimated Tax Period of each fiscal year Fiscal Year and (ii) December 10th (with respect to the fourth Quarterly Estimated Tax Period) of the Company or relevant estimated tax payment date an amount equal to such Member’s Quarterly Tax Distribution for such fiscal quarter. In additioneach Fiscal Year, the Company shall distribute shall, to the extent of available cash of the Company, make a distribution in cash (each, a “Tax Distribution”) to each Common Member and each PIPR Member as promptly as practicable after the end of each fiscal year in an amount equal to the excess, if any, excess of (A) the product of (x) the taxable income 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’s Proportionate , 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 Share for Rate applicable to such fiscal year Member, over (B) the aggregate amount of Quarterly Tax Distributions distributions made to such Member by the Company with respect to such fiscal year. IfFiscal Year (treating any Tax Distribution made with respect to income for such Fiscal Year, at the end regardless of when made, and any fiscal year of the Companydistribution other than a Tax Distribution made during such Fiscal Year, the aggregate amount of Quarterly Tax Distributions as being 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 Fiscal Year). Any amount of such excess distributed pursuant to this Section 5.4 shall be treated as deemed to be an advance against, distribution of amounts otherwise distributable to the Members pursuant to Section 5.1 (including in accordance with Article 10) and shall reduce the amounts that would subsequently otherwise be distributed to the Members pursuant to Section 5.1 in the 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 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 ofof Tax Distributions (on a per unit basis) than any other Member, any future which greater amount has not been (and will not be) accounted for through reductions in distributions that would otherwise be made received under Section 5.1 (an “Excess Tax Distribution”), then (i) in the case of any repurchase or redemption of such Member’s units, the amount of consideration received by such Member in such repurchase or redemption shall be reduced by 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 pursuant to this Section 6.02. Any amount distributed to a Common Member or a PIPR Memberwas reduced, as and (ii) in the case may be, pursuant 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 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 Agreementcease, then, except 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 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 otherwise set forth in the applicable PIPR Agreementapplicable), the Company shall be permitted make such Tax Distribution to require the Member to repay 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 advance; provided, however, that, if Tax Distribution sufficient to cover all interest and penalties imposed on the Member is an Executive Officer, the Company shall not require repayment of such advance if it would violate Section 402 Members as a result of the Xxxxxxxx-Xxxxx Act, and, instead, such Member shall delay in the Tax Distribution. The Company will use its reasonable best efforts to claim any tax benefit related to such advance that negotiate all indenture or other credit, or other financing and warehousing or similar agreements governing indebtedness or other liabilities of the Company reasonably determines 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 Member Members based on each Member’s Tax Distribution amount for such Fiscal Year as a percentage of the aggregate Tax Distribution amounts of all relevant tax returns and Members for such Fiscal Year. This Section 5.4 shall disgorge to apply only after the Company any has more than one Member and is treated as a partnership for U.S. federal income tax benefit the Member so realizespurposes.

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 (determined for this purpose by taking into account only Common Units and Tax Distributions with respect to Common Units), 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 (determined for this purpose by taking into account only Common Units and Tax Distributions with respect to Common Units). 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 the Unitholders the amount of funds that are available after application of the end of each fiscal year an amount equal Tax Distribution Conditions on a pro rata basis (according to the excessamounts that would have been distributed to each Unitholder pursuant to this Section 4.1(a)(i) if available funds (after application of the Tax Distribution Conditions) existed in a sufficient amount to make such Distribution in full, if any, including application of such Member’s Proportionate Tax Share for such fiscal year over the aggregate amount of Quarterly requirement that Tax Distributions made to such Member with respect to such fiscal yearCommon Units be made pro rata). If, at the end of At any fiscal year time thereafter when additional funds of the CompanyCompany are available for Distribution after application of the Tax Distribution Conditions, the aggregate 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 each Unitholder pursuant to this Section 4.1(a)(i) if available funds (after application of the Tax Distribution Conditions) would have existed in a sufficient amount of Quarterly to make such Tax Distribution in full). 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 advanced distributions under the amount of, any future distributions that would otherwise be made to such Member pursuant to other provisions of this Section 6.024.1. Any amount distributed The Company shall use its reasonable best efforts to a Common Member or a PIPR Member, as cause Subsidiaries of the case may be, pursuant Company to this Section 6.02 shall be treated as an advance against, and shall reduce make distributions to the amount of, any future distributions that would otherwise be made Company sufficient to such Member pursuant permit it to this Agreementpay Tax Distributions. Notwithstanding the foregoing, if a Member is not in no event will any Class B Common Unit be entitled to any future distributions pursuant receive Tax Distributions hereunder to the extent a distribution with respect to such Class B Common Unit would create or increase a negative Capital Account balance of the holder of such Class B Common Unit, determined for this Agreement, then, except purpose as otherwise set forth in if each Class B Common Unit was held by a single holder from the Effective Date until the date of the applicable PIPR Agreementdistribution and which holder owns no other Units (and provided that in no event will any Class B Common Unit that is excluded from participating in a Tax Distribution as a result of this sentence be taken into account in determining the Pro Rata Share of Members entitled to receive Tax Distributions, 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 extent it is so realizesexcluded).

Tax Distributions. Except as otherwise provided in To the extent that there is Distributable Cash and subject to any restrictions which may be imposed by any lender to the Company and the other provisions of this Section 6.029.3, the Company shall distribute to each Common Member (a “Tax Distribution”), in accordance with its respective Sharing Ratio (and each PIPR Member as promptly as practicable in the case of any Project, the Project Sharing Ratios for such Project), (i) within 45 days 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 Fiscal Year, an amount equal to such Member’s Quarterly Tax Distribution for such fiscal quarter. In addition, one-quarter of the Profits estimated by the Company shall distribute with respect to each Common Member such Fiscal Year, multiplied by the combined federal, state and each PIPR Member as promptly as practicable local tax rate for general business income applicable to corporations subject to tax on such income in New York City and New York State, unless one of the Members is actually subject to a higher combined rate, in which case that higher rate would be the applicable tax rate for all Members (the “Effective Tax Rate”), and (ii) within 90 days after the end of each fiscal year 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 Profits with respect to such fiscal year. IfFiscal Year, at multiplied by the end Effective Tax Rate (“Actual Annual Tax Distribution Amount”), less all distributions made in respect of such taxes during such Fiscal Year; it being understood that any distribution made to any Member hereunder shall be made to all Members (based on their respective Sharing Ratios and, in the case of any fiscal year Project, the Project Sharing Ratios for such Project) whether or not any such Member shall actually be required to make any tax payment in respect of such Fiscal Year. If any of such funds are not available for distribution, such amount shall be carried forward and distributed to the Members as soon as sufficient funds are available as Distributable Cash before any subsequent distributions are made by the Company. If in any Fiscal Year, the aggregate amount of Quarterly Tax Distributions are made to a Common Member or a PIPR Member exceeds which exceed the Actual Annual Tax Distribution Amount payable to such Member’s Proportionate , the excess amount paid shall be applied to the immediately succeeding Tax ShareDistributions or other distributions payable by the Company until the full amount of the excess has been applied, in each case with respect to such fiscal year, then and the amount of such excess shall Distributable Cash or other cash otherwise to be treated as an advance against, distributed by the Company during succeeding fiscal quarters and shall reduce the amount of, any future distributions that would otherwise be made to such Member Fiscal Years pursuant to this Section 6.02. Any amount distributed to a Common Member 9.3 or a PIPR Memberotherwise, 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 realizesreduced accordingly.

Tax Distributions. Except as otherwise provided in this Section 6.02, the The Company shall distribute to each Common Member with respect to each fiscal quarter following the Effective Time amounts at least two (2) Business Days prior to the date on which any U.S. federal income taxes are due such that each Member receives an amount at least equal to (i) (A) the amount of net taxable income allocable to such Member in respect of such fiscal quarter reduced by allocable losses (including losses allocable to any predecessor of such Member) for prior periods following the Effective Time not previously taken into account pursuant to this Section 2.1(b), as reasonably estimated by the Company, multiplied by (B) an assumed tax rate equal to the highest marginal federal, state and each PIPR Member local income tax rate applicable to individual residents of New York City at the relevant time, as promptly as practicable after the end of each adjusted to take into account deductions reasonably expected to be available under Section 199A of the first three Code and the ability (3if any) fiscal quarters of each fiscal year of to deduct state and local income taxes for U.S. federal income tax purposes, reduced by any credits reasonably expected to be available (including credits for FICA taxes, foreign tax credits, and state and local credits for unincorporated business taxes), all as determined in good faith by the Company Company’s partnership representative; provided, however, that with respect to any period in which TAO has no direct or relevant estimated indirect owners who are individuals, the assumed tax payment date an amount equal rate shall be based upon the corporate tax rate, taking into account reasonable assumptions as to such Member’s Quarterly Tax Distribution state and local rates and apportionment factors for such fiscal quarter. In addition, as determined in good faith by the Company shall distribute Company’s partnership representative; provided, further, that if the excess of (i) the amount distributable to each Common any Member and each PIPR Member as promptly as practicable after for any fiscal quarter pursuant to this Section 2.1(b) over (ii) the end portion of each fiscal year an such amount equal (if any) attributable to the excess, if any, allocation of such Member’s Proportionate Tax Share for such fiscal year over the aggregate amount of Quarterly Tax Distributions made taxable income to such Member with in respect of the Preferred Return (such excess, the “Common Unit Tax Distribution Amount”) is less than the amount that would have been distributed to such fiscal year. If, at Member had the end of any fiscal year distribution of the Company, the aggregate amount of Quarterly Common Unit Tax Distributions Distribution Amount pursuant to this Section 2.1(b) instead been made to a Common Member or a PIPR Member exceeds such Member’s Proportionate Tax Share, in each case accordance with respect to such fiscal yearPercentage Shares, then the amount of distributed to such excess Member shall be increased (by increasing the total amount distributed under this Section 2.1(b) without reducing any other Members’ distribution under this Section 2.1(b)) such that the Common Unit Tax Distribution Amount (taking into account such increase) is distributed in accordance with Percentage Shares. Notwithstanding the foregoing provisions of this Section 2.1(b), distributions pursuant to this Section 2.1(b) shall be made only to the extent not in violation of any Company Loan Agreement (other than a Company Loan Agreement between the Company and TAO or any of its Affiliates). To the extent that the full amount of distributions otherwise required pursuant to this Section 2.1(b) cannot be made as a result of the immediately preceding sentence, distributions shall be made to the Members in proportion to the amounts that would have been due absent the application of the immediately preceding sentence, and the remaining portion of any such distributions shall be made promptly after such portion would not result in violation of any such Company Loan Agreement. Any distributions made to a Member pursuant to this Section 2.1(b) shall be (i) treated as an advance against, actual distribution for purposes of Section 2.1(c) and shall (ii) credited against and reduce the amount of, any future distributions that would otherwise be made amounts subsequently distributable 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 realizes2.1(c).

Tax Distributions. Except as otherwise provided in this Section 6.02On or before April 15th of each Fiscal Year, the Company shall distribute to each Common Person who was a Member and each PIPR Member as promptly as practicable after during the end of each of the first three (3) fiscal quarters of each fiscal year immediately preceding Fiscal Year of the Company or relevant estimated tax payment date an amount of cash (the “Tax Distribution Limitation Amount”) equal to forty-seven percent (47%) (such Member’s Quarterly Tax Distribution rate to be subject to one or more equitable adjustments by the Board to reflect the highest combined marginal federal and state income tax rates, taking into account deductibility of state taxes against federal income, then applicable to an individual residing or a corporation conducting all of its activities in Georgia, whichever is higher, but taking into account any reduced rates of taxation for such fiscal quarter. In addition, particular items of Company income and gain that are generally applicable to Members) of (a) 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 total amount of Quarterly Tax Distributions made cumulative taxable income and gain allocated to such Member for federal income tax purposes in the Company income tax return filed or to be filed with respect to such fiscal year. IfFiscal Year and prior Fiscal Years, at over (b) the end total cumulative amount of any fiscal year of losses and deductions allocated to such Member for federal income tax purposes in the Company, the aggregate amount of Quarterly Tax Distributions made ’s income tax return filed or to a Common Member or a PIPR Member exceeds such Member’s Proportionate Tax Share, in each case be filed with respect to such fiscal yearFiscal Year and prior Fiscal Years, then reduced by any prior distributions pursuant to this Section 5.7 with respect to such Fiscal Year and prior Fiscal Years; provided that income attributable to a distribution under Section 5.4 that is treated as a payment under Sections 707(a) or 707(c) of the amount of such excess Code shall be treated as an advance against, and shall reduce allocation of taxable income of the amount of, any future distributions that would otherwise be made Company to the recipient of 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 Agreementdistribution. Notwithstanding the foregoing, if a Member is not entitled no distribution shall be made or required under this Section 5.7 with respect to any future distributions pursuant Fiscal Year to this Agreement, then, except as otherwise set forth any Member 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 excess of the Xxxxxxxx-Xxxxx ActTax Distribution Limitation Amount. In the discretion of the Board, and, insteaddistributions under this Section 5.7 may be made on an estimated basis each quarter; if such estimated distributions exceed the actual amount required on April 15th, such Member receiving excess distributions shall use reasonable best efforts be given a credit balance, and such excess shall be deducted from such Member’s next distribution(s) under this Section 5.7 (until fully repaid). No distribution under this Section 5.7 shall be made if the making of such distribution would constitute a violation of the Act or any other Applicable Law or order of any court of competent jurisdiction or any contract or agreement by which the Company is bound. Furthermore, no distributions shall be made under this Section 5.7 after the dissolution of the Company or in connection with its winding up and liquidation. Distributions made under this Section 5.7 shall be credited to claim any tax benefit related each Member as if such Member had received such distribution in accordance with Section 4, and so shall be treated as advances against, and reduce by a corresponding amount, future distributions to such advance that Member under such section. For the Company reasonably determines is available avoidance of doubt, and notwithstanding any provisions in this Agreement to the Member on all relevant tax returns contrary, the Members acknowledge and agree that Provider shall disgorge be entitled to receive distributions under this Section 5.7 without regard to the Company any tax benefit the Member so realizesHurdle Amount.

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 advanceFiscal 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.

Tax Distributions. Except as In the event that the Company sells an equity interest in a Subsidiary, resulting in taxable income being recognized by the Members, or the Members are otherwise provided allocated taxable income from the Company (in this Section 6.02each case, other than upon an Exit Event), the Company shall distribute may make distributions to each Common Member and each PIPR Member the 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 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 reasonable tax rate determined by the Board; 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 intention to make the tax distributions referred to herein, provided that the Board in its sole discretion shall determine whether any such fiscal quartertax distributions will be made. In additionNotwithstanding the foregoing, in the event holders of Restricted Common Units are allocated taxable income from the Company (other than upon an Exit Event) and, as a result of Section 9.1(b), the Company shall distribute product of (i) the taxable income allocated to each such holders of Restricted Common Member Units and each PIPR Member as promptly as practicable after (ii) a reasonable tax rate (determined by the end of each fiscal year an amount equal to Board) exceeds the excess, if any, of such Member’s Proportionate Tax Share for such fiscal year over the aggregate amount of Quarterly Tax Distributions distributions made to such Member holders of Restricted Common Units with respect to such fiscal yearRestricted Common Units, then the Company will make tax distributions to such holders of Restricted Common Units to the extent of available cash (as determined by the Board in its discretion) in an amount up to such excess. 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 9.6. To the amount of, any future extent the cumulative sum of tax distributions that would otherwise be made to such a Member under this Section 9.6 has not been applied pursuant to this Agreement. Notwithstanding the foregoing, if a Member is not entitled preceding sentence to any future distributions pursuant reduce other amounts distributable 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, insteadMember, 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 contribute to the Company any tax benefit the Member so realizesremaining amounts necessary to give full effect to the preceding sentence on the date of the final liquidating distribution made by the Company pursuant to Section 13.2.

Tax Distributions. 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 cause the Company to distribute 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 Company and receiving an allocation of Net Profits, income or gain pursuant to this Article VI (“Tax Liability”). Except as otherwise provided in this Section 6.02below, the Company Tax Distributions 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 be an amount equal to the excess, if any, of such (i) the amount reasonably estimated by the Managers for the purposes of this Section 6.06 to fully pay each Member’s Proportionate Tax Share Liability for such fiscal year over the aggregate amount of Quarterly period for which Tax Distributions are being made to such Member with respect to such fiscal year. If(the “Applicable Period”), 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 over (ii) 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 the Member pursuant to Section 6.05 for the Applicable Period, if any. For purposes of making this Section 6.02estimate, the Managers may assume that each Member will pay taxes for the Applicable Period at the maximum marginal applicable federal and state income tax rates that are applicable to individuals taking account of any differences in rates applicable to ordinary income and capital gains and any allowable deductions in respect of such state and local taxes in computing a Member’s liability for federal income tax. Any If the Managers determine that there is not sufficient Cash Flow available to make distributions equal in amount to each Member’s Tax Liability for any Applicable Period, the available Cash Flow, if any, shall be distributed to a Common Member or a PIPR Member, as the case may be, pursuant to this Section 6.02 Members in accordance with their Percentage Interests. Tax Distributions shall be treated as an considered to be advance against, and shall reduce the amount of, any future distributions that would otherwise be made of amounts distributable to such each Member pursuant to this AgreementSection 6.05. 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 Managers and the Company shall not require repayment have any liability or responsibility (except with respect to fraud and willful misconduct) for the accuracy of such advance if it would violate Section 402 of the Xxxxxxxx-Xxxxx Act, and, instead, such Member shall use reasonable best efforts any estimate or any Member’s failure 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 realizestimely pay its taxes when due.

Tax Distributions. Except Notwithstanding the foregoing distribution provisions of Section 9.01, to the extent funds are available therefor (as determined by the Board, after taking into account such reserves as the Board determines to be appropriate to accommodate the Company’s business plan, expected expenditures, contingencies and such other factors as the Board may consider in its sole discretion), each Member shall be entitled to receive cumulative cash distributions in an amount sufficient to enable such Member to discharge its cumulative U.S. federal, state and local tax liability (excluding interest and penalties) arising as a result of such Member’s interest in the Company, determined by assuming the applicability to such Member of the highest combined effective marginal federal, state and local income tax rate applicable to individuals residing in New York, New York at the time of such distributions taking into account the character of the income. In furtherance of and subject to the foregoing, to the extent the cumulative distributions otherwise provided in this paid or payable to a Member pursuant to Section 6.029.01 are insufficient to cover such tax liabilities, the Company shall distribute make cash distributions (the “Tax Distributions”) in amounts that, when added to each Common the cumulative cash distributions otherwise paid or payable, shall equal such tax liability. The amount of such tax liability shall be calculated taking into account (a) all cumulative Profits, income and gain allocated to such Member under this Agreement, including Profits, income and each PIPR gain allocated in prior Fiscal Years, but expressly excluding any Code Section 704(c) gain allocated to such Member as promptly as practicable after hereunder, (b) the end deductibility (to the extent allowed) of each state and local income taxes for United States federal income tax purposes, (c) all cumulative Losses, deductions or other losses allocated to such Member under this Agreement, including Losses, deductions or other losses allocated in prior Fiscal Years, and (d) the character of the first three (3) fiscal quarters of each fiscal year of the Company Profits, income, credits, Losses or relevant estimated tax payment date an amount equal deductions allocated 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 pursuant to this Section 9.03 shall be debited against such Member’s Proportionate Tax Share, in each case with respect to such fiscal year, then the amount of such excess Capital Account and shall be treated as an advance against, and shall distribution that will reduce on a dollar-for-dollar basis the amount of, any future of later distributions that would otherwise be made to such Member pursuant to this Section 6.02. Any amount distributed to a Common Member 9.01 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 Agreement16.03(b). Notwithstanding anything contained herein to 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 Agreementcontrary, the Company shall be permitted may not distribute any amount to require a Member under this Agreement for any liability of the Member Member, whether tax, interest, or penalty, related to repay (i) the Company Member’s treating an item on its federal income tax return inconsistent with the amount treatment of such advance; providedthe item on the Company’s annual information return, however, that, even if the Member is an Executive Officercomplies with the notification of inconsistent treatment provisions of Code Section 6222(b) and (ii) the issuance of Class B Units to such Member, the Company shall not require repayment forfeiture of such advance if it would violate Section 402 of the Xxxxxxxx-Xxxxx Act, and, instead, Class B Units by such Member shall use reasonable best efforts to claim any tax benefit related to or another Member or the repurchase of Class B Units from 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 realizesor another Member.

Tax Distributions. Except as otherwise provided in this Section 6.02, (i) To the extent the Company shall distribute has available cash for distribution by the Company under the Delaware Act and subject to each Common any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Managing Member deems necessary or desirable in its sole discretion with respect to the reasonable needs and each PIPR Member as promptly as practicable after the end of each of the first three (3) fiscal quarters of each fiscal year obligations of the Company or relevant any of its Subsidiaries, the Managing Member shall cause the Company to make each Fiscal Year or portion thereof beginning on or after the date hereof, on a quarterly basis by the 10th (or next succeeding Business Day) of each of March, June, September and December (or other dates as may be appropriate in light of tax and estimated tax payment date an amount requirements), distributions to each Member equal to such Member’s Quarterly pro rata portion (calculated using such Member’s Percentage Interest at the time of such distribution)of the aggregate Tax Distribution Amount for all Members for such fiscal quarterFiscal Year or portion thereof (“Tax Distributions”); provided, that the Tax Distribution Amount with respect to the Managing Member and the parent entity of any affiliated, consolidated, combined, unitary, or similar tax group for U.S. federal, state or local tax purposes that includes the Managing Member, for a Fiscal Year (or portion thereof) shall in no event be less than an amount that will enable the Managing Member and its wholly-owned Subsidiaries to meet their tax obligations for that Fiscal Year (or portion thereof); provided, further that, a Member may receive less than its ratable portion of the aggregate Tax Distribution Amount as necessary to give effect to the immediately preceding proviso. In additionA final accounting for Tax Distributions shall be made for each taxable year or portion thereof after the taxable income or loss of the Company has been determined for such taxable year or portion thereof, and the Company shall distribute promptly thereafter make supplemental Tax Distributions to each Common Member reflect any difference between estimates previously used in calculating Tax Distributions and each PIPR Member as promptly as practicable after the end relevant actual amounts recognized. In the event of each fiscal any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Tax Distribution Amount for any taxable year (other than an amount equal audit conducted pursuant to the excessPartnership Tax Audit Rules for which no election is made pursuant to Code Section 6226 (or any similar provision of state or local law)), if anyor in the event the Company files an amended tax return, of such each Member’s Proportionate Tax Share for such fiscal year over the aggregate amount of Quarterly Tax Distributions made to such Member Distribution Amount with respect to such fiscal yearyear shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest and penalties). IfAny shortfall in the amount of Tax Distributions the Members and former Members received for the relevant taxable years based on such recalculated Tax Distribution Amount shall be promptly distributed to such Members and the successors of such former Members, at except, for the end avoidance of any fiscal year doubt, to the extent distributions were made to such Members and former Members pursuant to Section 5.03 in the relevant taxable years sufficient to cover such shortfall. For the avoidance of the Companydoubt, the aggregate amount of Quarterly Tax Distributions additional distributions provided for in this Section 5.03(d)(i) shall be made to a Common Member or a PIPR Member exceeds such Member’s Proportionate Tax Share, in each case with respect to such fiscal yearClass A Units pro rata among them, 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 subject to the Member on all relevant tax returns and shall disgorge to the Company any tax benefit the Member so realizesprovisos above.

Tax Distributions. Except as If, for any calendar year other than the year in which the Company liquidates, the Distributions otherwise provided in distributable to the Members pursuant to this Section 6.025.3, if any, plus any amounts previously distributed to each such Member pursuant to this Section 5.3, would be insufficient to pay any Member’s U.S. federal and state income taxes on the net, combined Net Profits, Net Losses, gain or loss on disposition and other items of income and deduction (as computed for tax purposes) allocated to such Members pursuant to ARTICLE V from the effective date of this Agreement, then within ninety (90) days after the end of each calendar year the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after (any such distribution, a “Tax Distribution”) an amount such that total Distributions with respect to the end of each of the first three (3) fiscal quarters of each fiscal tax 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 most recently ended are at least 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 assumed U.S. federal and state income tax liability incurred by such Member with respect to such fiscal year. If, at the end of any fiscal year Member’s distributive share of the Company, the aggregate amount of Quarterly Tax Distributions made to a Common Member or a PIPR Member exceeds ’s taxable net income for such Member’s Proportionate Tax Share, in each case with respect to such fiscal taxable year, then . In calculating 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 Agreementeach Tax Distribution, the Company shall assume that each Member is taxable at the highest combined effective U.S. federal and state income tax rate applicable to individuals or taxable “C” corporations, giving effect to the different tax rates attributable to different types of income earned by the Company, and the deductibility of state taxes for U.S. federal income tax purposes. The tax rate for all Members shall be permitted determined by reference to require the highest tax rate applicable to any Member to repay of the Company (taking into account the amount state tax rates in such Member’s state of such advance; providedresidence, howeveror, that, if where the Member is an Executive Officera pass-through entity, the state of residence of the holders of the largest portion of the equity interests in such Member), as determined by the Managing Member in consultation with the Company’s accountants. The Company shall not require repayment of make Tax Distributions, in advance, on a quarterly basis in the amounts estimated by the Managing Member to represent the Members’ liabilities for quarterly estimated taxes. Any such advance if it would violate Tax Distributions shall reduce the Members’ rights to Distributions under this 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 realizes5.3.

Tax Distributions. Except as otherwise provided in this Prior to making distributions pursuant to Section 6.024.1, on or prior to each Tax Distribution Date, the Company Partnership shall distribute be required to, subject only to each Common Member (i) Section 4.5, (ii) Available Cash and each PIPR Member as promptly as practicable after (iii) the end terms and conditions of each any applicable Debt arrangements (and the General Partner will use commercially reasonable efforts not to enter into Debt arrangements the terms and conditions of which restrict or prohibit the first three making of customary tax distributions to the Partners), make pro rata distributions of cash to the Holders of Partnership Units (3) fiscal quarters in accordance with their respective Percentage Interests of each fiscal year of the Company Partnership Units), including Seller Earnout Units, Class P Units, and Equitized Class P Series Units (whether Vested Units or relevant estimated tax payment date Unvested Units), in an amount sufficient to ensure that each such Holder receives a distribution at least equal to such MemberHolder’s Quarterly Assumed 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 excessLiability, 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. Ifthe relevant taxable period to which the distribution relates (“Tax Distributions”); provided, at the end of any fiscal year of the Companyhowever, the aggregate amount of Quarterly that Tax Distributions may be made to a Common Member or a PIPR Member exceeds such Member’s Proportionate Tax Share, in each case disproportionately with respect to such fiscal yearSeller Earnout Units, then Class P Units and Equitized Class P Series Units vis-a-vis Common Units, and regardless of whether Tax Distributions are made with respect to Common Units, to the amount extent set forth in the proviso of the next sentence; provided, further, to the extent any Tax Distribution is made disproportionately with respect to Seller Earnout Units, Class P Units and Equitized Class P Series Units vis-a-vis Common Units, the portion of such excess Tax Distribution disproportionately made in respect of any Seller Earnout Units, Class P Unit or Equitized Class P Series Unit shall be treated serve as an advance against, of (and shall reduce the amount amounts otherwise distributable or reserved in respect of) such Seller Earnout Units, Class P Unit or Equitized Class P Series Unit following such disproportionate Tax Distribution; and provided, further, in no event shall the Partnership be required to make 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 Tax Distributions on the case may be, pursuant to this Section 6.02 shall be treated as an advance against, First Tax Distribution Date and shall reduce the amount of, any future distributions that would otherwise of Tax Distribution required on the succeeding Tax Distribution date will be made to increased by such Member pursuant to this Agreementshortfall until the full amount of required Tax Distributions on the First Tax Distribution Date has been made. Notwithstanding the foregoing, if a Member is not entitled to any future distributions pursuant to this AgreementSection 4.2, thenif any, except shall be made to the Partners only to the extent all previous distributions to the Partners pursuant to Section 4.1 with respect to the taxable period are less than the distributions the Partners otherwise would have been entitled to receive with respect to such taxable period pursuant to this Section 4.2, provided that the per Unit amount of any distributions made pursuant to Section 4.1 that would have been allowable as Tax Distributions but for this sentence shall be made as Tax Distributions pursuant to this Section 4.2 to the holders of Seller Earnout Units, Class P Units, and Equitized Class P Series Units to the extent such holders are not otherwise set forth in entitled to distributions pursuant to Section 4.1 or Section 4.7, as applicable, as of the applicable PIPR AgreementTax Distribution Date. For the avoidance of doubt, if for any reason the Company shall be permitted Partnership on any Tax Distribution Date does not make the full amount of distributions required under this Section 4.2 (determined without regard to require the Member to repay limitations in clauses (i), (ii), and (iii) of the Company first sentence in this Section 4.2), the amount of Tax Distributions required on the succeeding Tax Distribution Date will be increased by such advance; provided, however, that, if shortfall until the Member is an Executive Officer, the Company shall not require repayment full amount 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 realizesrequired Tax Distributions have been made.