Common use of Tax Distributions Clause in Contracts

Tax Distributions. (i) On or about each date that is five (5) Business Days prior to the due date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (a “Tax Distribution Date”), the Company shall, to the extent of Distributable Cash as determined by the Manager in its sole discretion, be required to make a Distribution to each Member of cash in an amount equal to the excess of such Member’s Assumed Tax Liability, if any, for such immediately preceding Fiscal Year over the Distributions previously made to such Member pursuant to this Section 4.01(b) with respect to such Fiscal Year (the “Tax Distributions”). Notwithstanding the foregoing, (i) the Manager may, in its sole discretion exercised in good faith and in lieu of such annual Tax Distributions described in the preceding sentence, make Distributions in cash to each Member on or before such dates on which estimated taxes are required to be paid with respect to a fiscal quarter (the amount of any such Distribution to be calculated by reference to the Assumed Tax Liability of a Member for any such fiscal quarter and reduced by any Distributions previously made to such member during such fiscal quarter); (ii) with respect to the Class B Unitholders the Tax Distributions shall be mandatory in all events unless such Tax Distribution would violate applicable Law, regardless of Distributable Cash, and not subject to the discretion of the Manager or any other person (and to the extent that such Tax Distribution does violate applicable Law, the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”), Tax Distributions shall be made to such Former Member on the Tax Distribution Date to the extent such Former Member is allocated taxable income by the Company with respect to a prior taxable period (or portion thereof) for which such Former Member has not previously received a Tax Distribution.

Tax Distributions. (i) On or about each date that is five (5) Business Days prior Without limiting the foregoing, except to the due date extent otherwise provided under Section 7.5, if the General Partner reasonably determines that the taxable income of the Partnership for any Fiscal Year will give rise to taxable income for the U.S. federal income tax return of an individual calendar year taxpayer Partners (without regard to extensions) (a “Tax Distribution DateNet Taxable Income”), the Company shall, General Partner shall to the extent of Distributable Net Cash as determined by Flow, first cause the Manager in its sole discretion, Partnership to distribute Net Cash Flow for purposes of allowing Partners (and their constituents) to fund their (or their members’) respective income tax liabilities deemed to be required attributable for purposes of this Agreement to make a Distribution to each Member their (or their members’) respective shares of cash in an amount equal to the excess of such Member’s Assumed Tax Liability, if any, for such immediately preceding Fiscal Year over the Distributions previously made to such Member pursuant to this Section 4.01(b) with respect to such Fiscal Year Net Taxable Income (the “Tax Distributions”). Notwithstanding the foregoing, (i) the Manager may, in its sole discretion exercised in good faith and in lieu of such annual The Tax Distributions described in the preceding sentence, make Distributions in cash payable to each Member on or before such dates on which estimated taxes are required to be paid Partner with respect to a fiscal quarter (any Fiscal Year shall be computed based upon the amount General Partner’s estimate of any the Net Taxable Income allocable to such Distribution to be calculated Partner in accordance with the terms hereof, multiplied by reference to the Assumed Tax Liability Rate (the “Tax Amount”). For purposes of computing the Tax Amount, the effect of any benefit to a Member for any such fiscal quarter and reduced by any Partner under Section 743(b) of the Code or other special allocations of income or deductions shall be ignored. Tax Distributions previously made to such member during such fiscal quarter); (ii) shall only be effected through distributions with respect to the Class B Unitholders the Partnership Interests, and shall only be made to Partners. Tax Distributions shall be mandatory calculated and paid no later than one day prior to each quarterly due date (without giving effect to any extensions) for the payment by corporations of estimated taxes under the Code in all events unless the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for such Fiscal Year, (C) for the third quarterly period, 75% of the Tax Distribution would violate applicable LawAmount, regardless less the prior Tax Distributions for such Fiscal Year and (D) for the fourth quarterly period, 100% of Distributable Cashthe Tax Amount, less the prior Tax Distributions for such Fiscal Year. Following each Fiscal Year, and not subject no later than one day prior to the discretion due date (without giving effect to any extensions) for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Manager or any other person Tax Amount for such Fiscal Year (the “Amended Tax Amount”), and shall cause the Partnership to distribute a Tax Distribution, out of Net Cash Flow, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Distribution does violate applicable LawAmount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “Credit Amount”) shall be applied against, and shall reduce, the parties will determine in good faith if there is amount of Tax Distributions made to the Partners for subsequent Fiscal Years. Within thirty (30) days following the date on which the Partnership files its U.S. federal income tax return for a commercially reasonable manner Fiscal Year, the General Partner shall make a final calculation of the Tax Amount for such Fiscal Year (the “Final Tax Amount”) and shall cause the Partnership to make such Distribution not in violation of applicable Law); and (iii) if on distribute a Tax Distribution Date a person who was previously a Member Distribution, out of Net Cash Flow, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is no longer a Member less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (a “Former MemberAdditional Credit Amount”)) shall be applied against, and shall reduce, the amount of Tax Distributions made to the Partners for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be made treated as an amount actually distributed pursuant to such Former Member on this Section 6.2 for purposes of the Tax Distribution Date to the extent such Former Member is allocated taxable income by the Company with respect to a prior taxable period (or portion thereof) for which such Former Member has not previously received a Tax Distributioncomputations described herein.

Tax Distributions. (i) On or about With respect to each date that is five (5) Business Days prior to the due date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (a “Tax Distribution Date”)Taxable Year, the Company shall, to the extent of it has Distributable Cash as determined by the Manager in its sole discretionCash, be required to make a Distribution cash distributions (“Tax Distributions”) to each Member of cash in an amount equal to the excess of accordance with this Section 4.01(b) and such Member’s Assumed Tax Liability, if any, for such immediately preceding Fiscal Year over the . Tax Distributions previously made to such Member pursuant to this Section 4.01(b4.01(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 respect to such Fiscal Year (a statement showing the “Tax Distributions”). Notwithstanding the foregoing, (i) the Manager may, in its sole discretion exercised in good faith and in lieu calculation of such annual Tax Distributions described in Distribution and an estimate of the preceding sentence, make Distributions in cash 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 before such other dates on for which estimated taxes corporations or individuals are required to be paid with respect to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a fiscal quarter (the amount of any such Distribution to be calculated by reference to the Assumed “Quarterly Tax Liability of a Member for any such fiscal quarter and reduced by any Distributions previously made to such member during such fiscal quarterDistribution”); (ii) with respect provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Class B Unitholders the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall be mandatory in all events unless such Tax Distribution would violate applicable Law, regardless of Distributable Cash, and not subject to take into account the discretion estimated taxable income or loss of the Manager or any other person (and to Company for the extent that such Tax Distribution does violate applicable Law, Taxable Year through the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation end of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”), the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Taxable Year based on such final accounting shall promptly be distributed to such Former Member. For the avoidance of doubt, any excess Tax Distributions a Member on the Tax Distribution Date to the extent such Former Member is allocated taxable income by the Company receives with respect to a prior any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Year. For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything to the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant taxable period (or portion thereof) ; provided that any such equitable adjustments are made in a manner that results in Tax Distributions being made pro rata in proportion to the Members’ respective Percentage Interests for which such Former Member has not previously received a Tax Distributionany relevant taxable period or portion thereof.

Tax Distributions. On or before April 15th of each Fiscal Year, to the extent of any available cash, the Company shall distribute to each Member with respect to each Fiscal Year of the Company an amount of cash equal to the product of (a) the excess (if any) of the total amount of taxable income and gain of the Company over the total amount of losses, deductions (and credits, properly adjusted to equal the equivalent of a deduction) the Company allocated to the Member for such Fiscal Year for federal income tax purposes (as will be reflected on such Members’ Schedule K-1 to the Company’s IRS Form 1065) and taxable income and gain otherwise attributable to the Company and (b) the highest aggregate applicable federal and state individual or corporate marginal tax rate applicable to any Member with respect to the type of income being taxed (adjusted for the deductibility of state and local taxes) (i.e., the same rate shall be applied to each Member). Distributions pursuant to this Section 5.4 shall be made periodically during a Fiscal Year to correspond (i) On or about each date that is five (5) Business Days prior with the timing of any estimated tax payments to the U.S. Internal Revenue Service (or other taxing authority) required of the Members based on the estimation of the Company’s net taxable income for the Fiscal Year and (ii) to the first due date for of the U.S. federal income tax return of an individual calendar year taxpayer the Members (without regard to extensions) (a “Tax Distribution Date”), the Company shall, to the extent of Distributable Cash as determined by the Manager in its sole discretion, be required to make a Distribution to each Member of cash in an amount equal to the excess of such Member’s Assumed Tax Liability, if any, for such immediately preceding Fiscal Year over the Distributions previously made to such Member pursuant to this Section 4.01(b) with respect relating to such Fiscal Year (the “Tax Distributions”)Year. Notwithstanding the foregoing, (i) the Manager may, in its sole discretion exercised in good faith and in lieu of distributions payable to a Member for a Fiscal Year under this Section 5.4 shall be reduced by any distribution made to such annual Tax Distributions described in the preceding sentence, make Distributions in cash Member under Section 5.3 with respect to each Member on or before such dates on which estimated taxes are required Fiscal Year such that no distributions shall be made pursuant to be paid this Section 5.4 if distributions made with respect to a fiscal quarter (Fiscal Year under Section 5.3 exceed the amount of any such Distribution distributions otherwise payable to be calculated by reference to the Assumed Tax Liability of a Member for any such fiscal quarter pursuant to this Section 5.4, and reduced by any Distributions previously made to such member during such fiscal quarter); (ii) with respect distributions made under this Section 5.4 to the Class B Unitholders the Tax Distributions a Member shall be mandatory in all events unless such Tax Distribution would violate applicable Law, regardless of Distributable Cash, and not subject to the discretion of the Manager or any other person (and to the extent that such Tax Distribution does violate applicable Law, the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”), Tax Distributions shall be made treated as advances against subsequent distributions otherwise payable to such Former Member on the Tax Distribution Date pursuant to the extent such Former Member is allocated taxable income by the Company with respect to a prior taxable period (or portion thereof) for which such Former Member has not previously received a Tax DistributionSection 5.3.

Tax Distributions. To 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 or any other agreement to which the Company or any of its Subsidiaries is a party, in each case, as determined by Vivid Seats in its reasonable discretion (i) On or about each date that is five (5) Business Days prior to the due date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (a “Tax Distribution DateConditions”), with respect to each Fiscal Quarter (or portion thereof), the Company shall, to the extent of Distributable Cash as determined by the Manager in its sole discretion, be required to make a Distribution shall distribute to each Member Unitholder, an amount of cash (each a “Tax Distribution”) that is at least equal to such Unitholder’s Assumed Tax Liability for such Fiscal Quarter (or portion thereof). All Tax Distributions shall be made pro rata on a per-Common Unit basis in an amount such that the Unitholder with the highest Assumed Tax Liability per Common Unit receives an amount equal to the excess of such MemberUnitholder’s Assumed Tax Liability, if anyon a quarterly basis at least five (5) days prior to the date on which any estimated tax payments are due with respect to the relevant Fiscal Quarter, in order to permit each Unitholder (or the beneficial owners of any Unitholder) to timely pay its estimated tax obligations for such immediately preceding the applicable Fiscal Year over Quarter (or portion thereof). The Board shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to each Unitholder’s Tax Distributions (but in any event pro rata in proportion to each Unitholder’s respective number of Common Units) to take into account increases or decreases in the number of Common Units held by each Unitholder during the relevant period. All Tax Distributions shall be treated for all purposes under this Agreement as advances against, and shall offset and reduce dollar-for-dollar, subsequent Distributions under Section 4.1(b) or Section 11.2. In determining the amount of any Tax Distributions, (i) the Assumed Tax Liability of Vivid Seats shall be increased if, and solely to the extent, necessary to allow Vivid Seats to satisfy its own tax obligations for the applicable Fiscal Quarter or portion thereof and payments currently due and owing under the Tax Receivable Agreement, taking into account any Distributions previously made to such Member pursuant Vivid Seats under this Agreement and (ii) the Assumed Tax Liability of TopCo shall be increased if, and solely to this Section 4.01(b) the extent, necessary to allow TopCo to make payments to any of its members that are allocated taxable income in respect of their indirect interests in the Company attributable to an applicable Fiscal Quarter, without regard to whether taxable income of the Company is allocated to TopCo with respect to such Fiscal Year (the “Tax Distributions”). Notwithstanding the foregoing, (i) the Manager may, in its sole discretion exercised in good faith and in lieu of such annual Tax Distributions described in the preceding sentence, make Distributions in cash to each Member on or before such dates on which estimated taxes are required to be paid with respect to a fiscal quarter (the amount of any such Distribution to be calculated by reference to the Assumed Tax Liability of a Member for any such fiscal quarter and reduced by any Distributions previously made to such member during such fiscal quarter); (ii) with respect to the Class B Unitholders the Tax Distributions shall be mandatory in all events unless such Tax Distribution would violate applicable Law, regardless of Distributable Cash, and not subject to the discretion of the Manager or any other person (and to the extent that such Tax Distribution does violate applicable Law, the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”), Tax Distributions shall be made to such Former Member on the Tax Distribution Date to the extent such Former Member is allocated taxable income by the Company with respect to a prior taxable period (or portion thereof) for which such Former Member has not previously received a Tax DistributionQuarter.

Tax Distributions. (iNotwithstanding any other provision of this Section 5.03 to the contrary, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Board, the Company, subject to availability of sufficient cash, shall make quarterly cash distributions by wire transfer of immediately available funds pursuant to this Section 5.03(e) On or about to each date that is five (5) Economic Member pro rata, in accordance with the Member’s Economic Percentage Interest, at least two Business Days prior to the due date for the on which any U.S. federal income corporate estimated tax return of an individual calendar year taxpayer (without regard to extensions) (a “Tax Distribution Date”)payments are due, the Company shall, to the extent of Distributable Cash as determined by the Manager in its sole discretion, be required to make a Distribution to until each Member of cash in has received an amount at least equal to the excess of such Member’s its Assumed Tax Liability, if any, for such immediately preceding Fiscal Year over less the Distributions amounts previously distributed under Section 5.03 in the then-current taxable year (or portion thereof); provided that none of the Company, the Board or any Manager, officer or employee of the Company shall have any liability to any Member in connection with any underpayment of estimated taxes, so long as cash distributions are made to such Member pursuant to in accordance with this Section 4.01(b5.03(e) with respect to such Fiscal Year (the “Tax Distributions”). Notwithstanding the foregoing, (i) the Manager may, in its sole discretion exercised in good faith and in lieu of such annual Tax Distributions described in the preceding sentence, make Distributions in cash to each Member on or before such dates on which estimated taxes are required to be paid with respect to a fiscal quarter (the amount of any such Distribution to be calculated by reference to the Assumed Tax Liability is determined as provided in the definition of a Member for any such fiscal quarter and reduced by any Distributions previously made to such member during such fiscal quarter); (ii) with respect to Assumed Tax Liability. For the Class B Unitholders the Tax Distributions shall be mandatory in all events unless such Tax Distribution would violate applicable Law, regardless avoidance of Distributable Cash, and not subject to the discretion of the Manager or any other person (and to the extent that such Tax Distribution does violate applicable Law, the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”)doubt, Tax Distributions shall be made to all Members on a pro rata basis in accordance with their Economic Percentage Interests, notwithstanding the differing actual tax liabilities of such Former Member Members. If, on a Tax Distribution date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distribution Date Distributions to which such Members are otherwise entitled, Tax Distributions pursuant to this Section 5.03(e) shall be made to the Members to the extent such Former Member is allocated taxable income by of available funds in proportion to the amounts that would be otherwise distributable under this Section 5.03(e), and the Company with respect shall make future Tax Distributions as soon as funds become available sufficient to a prior taxable period (or pay the remaining portion thereof) for of the Tax Distributions to which such Former Member has not previously received a Tax DistributionMembers are otherwise entitled.

Tax Distributions. (i) On or about With respect to each date that is five (5) Business Days prior fiscal quarter, subject to the due date for the U.S. federal income tax return of an individual calendar year taxpayer limitations provided in subsection (without regard to extensionsii) (a “Tax Distribution Date”below and in Section 7.4(b), and after making payment or provision for current obligations and operating expenses of the Company shallCompany, but otherwise notwithstanding anything to the contrary provided for in this Section 7.2, the Company, to the extent of Distributable Cash its available cash, will make distributions of cash to the Members pro rata in accordance with their respective Percentage Interests during such fiscal quarter, as determined promptly as practicable and in any event by the Manager in its sole discretionTax Distribution Date for such fiscal quarter, be required to make a Distribution to so that each Member of cash in will receive an amount (a “Tax Distribution”) equal to its federal, state and local income taxes (including obligations for estimated tax) on the excess taxable income that it derives as a Member of such Member’s Assumed Tax Liability, if any, the Company for such immediately preceding fiscal quarter (based upon an assumed combined marginal rate of federal, state and local taxation of forty-two percent (42%), or as the Managing Board will otherwise reasonably determine). In determining the taxable income of a Member with respect to any fiscal quarter, to the extent that actual taxable income for the relevant period is not available as of the Tax Distribution Date, the determination will be made by the Company based upon a good faith estimate of actual taxable income for such period and may be based upon the methodology permitted by the Code which results in the lowest estimated tax liability for such Members. In determining the Tax Distribution for any fiscal quarter, the cumulative amount of taxable income or loss for prior fiscal quarters in the same Fiscal Year over and the Tax Distributions previously made to such Member pursuant to this Section 4.01(b) with respect to such Fiscal Year (prior fiscal quarters can be taken into account. To the “Tax Distributions”)extent the amount based upon estimates is more or less than the actual taxable income for such period as subsequently determined, the Managing Board may appropriately decrease or increase, respectively, subsequent distributions to take into account such variance. Notwithstanding In the foregoingevent that the Percentage Interest of any Member changes during the fiscal quarter, (i) the Manager may, in its sole discretion exercised in good faith and in lieu of such annual Tax Distributions described in the preceding sentence, make Distributions in cash to each Member on or before such dates on which estimated taxes are required appropriate Percentage Interests to be paid with respect to a fiscal quarter (used in determining the amount of any such Tax Distribution with respect to be calculated by reference to the Assumed Tax Liability of a Member for any such fiscal quarter and reduced by will be determined in a manner consistent with Section 7.1(d). To the extent cash is not available to make any Distributions previously made to such member during such fiscal quarter); (ii) with respect to the Class B Unitholders the Tax Distributions shall be mandatory in all events unless such Tax Distribution would violate applicable Law, regardless of Distributable Cash, and not subject to the discretion of the Manager or any other person (and to the extent that such Tax Distribution does violate applicable Lawin full, the parties undistributed amount thereof will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if be carried forward on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”), Tax Distributions shall be made to such Former Member on the Tax Distribution Date to the extent such Former Member is allocated taxable income by the Company with respect to a prior taxable period (or portion thereof) for which such Former Member has not previously received a Tax Distributioncumulative basis and distributed from available cash as soon as reasonably practicable thereafter.

Tax Distributions. Notwithstanding the foregoing, following [***] and only with respect to any taxable year in which the Company does not liquidate or sell all or substantially all of its assets, upon payment in full of all outstanding principal of, and any accrued but unpaid interest on, any Cash Shortfall Loan, the Company shall make cash distributions to the Members in amounts sufficient to cause each Member to have received cumulative distributions under this Article 7 with respect to the prior taxable year at least equal to 41% of the Member’s distributive share of the lesser of (i) On the Company’s net taxable income for such prior taxable year and (ii) the excess of (x) the cumulative amount of the Company’s net taxable income (as determined in accordance with Code Section 703(a)) for all taxable years over (y) the cumulative amount of the Company’s net taxable loss (as determined in accordance with Code Section 703(a)) for all taxable years (the “Tax Distribution Amount”), provided that (i) distributions under this Section 7.1(b) shall take into account (and be offset as appropriate by) any prior or about each date that is five (5concurrent distributions made under Section 7.1(a) Business Days prior and Section 7.1(c) of this Agreement with respect to the due date taxable year for which the distribution amount under this Section 7.1(b) is being determined and any corresponding provisions of the operating agreement for the U.S. federal Netherlands Joint Venture with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined (for the avoidance of doubt, on any particular Tax Distribution Date (as defined in the next sentence), the Company shall only be required to make a distribution pursuant to this Section 7.1(b) in the event that (and only to the extent that) the Tax Distribution Amount for the prior taxable year exceeds the amount of cash distributed by the Joint Ventures pursuant to Section 7.1(a) and Section 7.1(c) hereof (and any corresponding provisions of the operating agreement for the Netherlands Joint Venture) with respect to the taxable year for which the distribution amount under this Section 7.1 (b) is being determined), (ii) all determinations of the Tax Distribution Amount shall not take into account any items of taxable income allocated to any Member pursuant to Section 704(c) of the Code, and (iii) in order to take into account changes in Federal, state, local or foreign tax return rates, the Board may increase or decrease the applicable percentage rate. Subject to Section 4.3 and Section 4.4, the Tax Distribution Amount, if any, shall be paid within 60 days following the end of an individual calendar year taxpayer each Fiscal Year of the Company (without regard to extensions) (a the “Tax Distribution Date”), the Company shall, to the extent of Distributable Cash as determined by the Manager in its sole discretion, be required to make a Distribution to each Member of cash in an amount equal to the excess of such Member’s Assumed Tax Liability, if any, for such immediately preceding Fiscal Year over the Distributions previously made to such Member pursuant to this Section 4.01(b) with respect to such Fiscal Year (the “Tax Distributions”). Notwithstanding the foregoing, (i) the Manager may, in its sole discretion exercised in good faith and in lieu of such annual Tax Distributions described in the preceding sentence, make Distributions in cash to each Member on or before such dates on which estimated taxes are required to be paid with respect to a fiscal quarter (the amount of any such Distribution to be calculated by reference to the Assumed Tax Liability of a Member for any such fiscal quarter and reduced by any Distributions previously made to such member during such fiscal quarter); (ii) *** Note: Confidential treatment has been requested with respect to the Class B Unitholders information contained within the Tax Distributions shall be mandatory in all events unless such Tax Distribution would violate applicable Law, regardless of Distributable Cash, [***] marking. Such portions have been omitted from this filing and not subject to have been files separately with the discretion of the Manager or any other person (Securities and to the extent that such Tax Distribution does violate applicable Law, the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”), Tax Distributions shall be made to such Former Member on the Tax Distribution Date to the extent such Former Member is allocated taxable income by the Company with respect to a prior taxable period (or portion thereof) for which such Former Member has not previously received a Tax DistributionExchange Commission.

Tax Distributions. Notwithstanding any other provision in this Agreement to the contrary, except to the extent the Board in good faith determines the Company has (ior would, following such distribution, have) On or about each date that is insufficient Available Cash, the Board shall cause the Company to make cash distributions to the Members at least quarterly and no later than five (5) Business Days prior to days before the due date for specified in Section 6655(c)(2) of the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (a “Tax Distribution Date”), the Company shall, to the extent of Distributable Cash as determined by the Manager in its sole discretion, be required to make a Distribution to each Member of cash in an amount equal to the excess of such Member’s Assumed Tax Liability, if any, for such immediately preceding Fiscal Year over the Distributions previously made to such Member pursuant to this Section 4.01(b) with respect to such Fiscal Year Code (the “Tax Distributions”) in an amount so that each such Member has received an amount equal to such Member’s Tax Amount. All Tax Distributions shall be treated as an advance against, and shall reduce dollar-for-dollar, subsequent distributions that otherwise would be made pursuant to this Article IV and Section 9.5(b). Notwithstanding If the foregoing, Company lacks sufficient cash that is available at such time for distribution to make the full amount of any Tax Distribution (i) the Manager may, in its sole discretion exercised as determined in good faith by the Board in accordance with the first sentence of this Section 4.4), then the Company shall not be required to borrow any money for purposes of making such a Tax Distribution, and in lieu the Company shall use commercially reasonable efforts to distribute the amount of such annual Tax Distributions described in cash available on a pro rata basis (according to the preceding sentence, make Distributions in cash amounts that would have been distributed to each Member pursuant to this Section 4.4 if available cash existed in a sufficient amount to make such Tax Distribution in full) and shall use commercially reasonable efforts to make an additional Tax Distribution, on or before such dates on which estimated taxes are required to be paid with respect to a fiscal quarter pro rata basis (the amount of any such Distribution to be calculated by reference according to the Assumed amounts that would have been distributed to each Member pursuant to this Section 4.4 if available cash existed in a sufficient amount to make such Tax Liability Distribution in full) out of the first cash available for distribution (as determined in good faith by the Board) in subsequent taxable years to make up for such shortfall. For the avoidance of doubt, no Member shall be entitled to any payment under this Section 4.4 (A) in connection with a Member for any such fiscal quarter and reduced change of control transaction, liquidity event, sale of the Company, Liquidation Event or similar transaction, or (B) income recognized by any Distributions previously made to such member during such fiscal quarter); (ii) Member with respect to the Class B Unitholders the Tax Distributions shall be mandatory in all events unless issuance or vesting of such Tax Distribution would violate applicable Law, regardless of Distributable Cash, and not subject to the discretion of the Manager Member’s Units or any other person (and to the extent that guaranteed payment in respect of services provided by such Tax Distribution does violate applicable Law, the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”), Tax Distributions shall be made to such Former Member on the Tax Distribution Date to the extent such Former Member is allocated taxable income by the Company with respect to a prior taxable period (or portion thereof) for which such Former Member has not previously received a Tax Distribution.

Tax Distributions. (ia) On or about each date that is five (5) Business Days prior to Notwithstanding the due date for the U.S. federal income tax return other provisions of an individual calendar year taxpayer (without regard to extensions) (a “Tax Distribution Date”), the Company shall, to the extent of Distributable Cash as determined by the Manager in its sole discretion, be required to make a Distribution to each Member of cash in an amount equal to the excess of such Member’s Assumed Tax Liabilitythis Article III, if any, for such immediately preceding Fiscal Year over at any time the Distributions previously made cumulative Tax Liability of any Member exceeds the cumulative distributions to such Member pursuant to this Section 4.01(b3.4(a) with respect to (such Fiscal Year (excess, the Member’s “Unpaid Tax DistributionsLiability”). Notwithstanding , such Member shall have the foregoingright to receive a distribution of the Unpaid Tax Liability on a timely basis to make all required estimated payments of income taxes, (i) the Manager maybut in no event later than April 10, in its sole discretion exercised in good faith June 10, September 10 and in lieu December 10 of such annual Tax Distributions described in the preceding sentenceeach calendar year, make Distributions in cash to provided that each Member shall be entitled to an additional payment on or before such dates on which estimated taxes are required to be paid with respect to a fiscal quarter (the amount March 10 of any such Distribution to be calculated by reference each calendar year to the Assumed Tax Liability of a Member for any such fiscal quarter and reduced by any Distributions previously made to such member during such fiscal quarter); (iiextent the total amounts distributed under this Section 3.4(a) with respect to the Class B Unitholders immediately preceding taxable year are less than each Member’s Unpaid Tax Liability as of the end of such year). Distributions pursuant to this Section 3.4(a) (each, a “Tax Distributions Distribution”) shall not reduce any Member’s right to distributions under any other provision of this Agreement. In the event that one or more Members are entitled to distributions pursuant to this Section 3.4(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 mandatory distributed in all events unless proportion to the Members’ Unpaid Tax Liabilities. For purposes of this Agreement, the “Tax Liability” of any Member for each taxable year or portion thereof shall equal (A) the sum of (i) such Tax Distribution would violate applicable LawMember’s distributive share of the taxable income or loss of the Company for such taxable year or portion thereof determined without regard to any taxable income or loss of the Company as a result of Section 704(c) of the Code allocated to a Member, regardless of Distributable Cashif any, and not subject (ii) the amount of any guaranteed payments realized by such Member in respect of its interest in the Company, multiplied by (B) the maximum combined federal and state marginal income tax rates generally applicable to individuals under the discretion Code and the laws of the Manager or any other person State of California, for each category of income (and to the extent that such Tax Distribution does violate applicable Lawordinary income, the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”long-term capital gains, etc.), Tax Distributions shall be made to such Former Member on after taking into account the Tax Distribution Date to the extent such Former Member is allocated taxable federal deduction for state income taxes, as determined by the Company with respect to a prior taxable period (or portion thereof) for which such Former Member has not previously received a Tax DistributionBoard.

Tax Distributions. Except as otherwise prohibited by applicable law, within ten (i10) On or about days following the end of each date that is five (5) Business Days prior Tax Estimation Period, Holdings LLC shall distribute to the due date for the U.S. federal income tax return each Unitholder with respect to each Fiscal Quarter to which such Tax Estimation Period relates an amount of an individual calendar year taxpayer (without regard to extensions) cash (a “Tax Distribution DateDistribution”) which equals (i) (A) the amount of taxable “qualified dividend” income allocable to each such Unitholder in respect of such Fiscal Quarter (as determined by the Board in good faith), multiplied by (B) the Company shallApplicable Tax Rate applied to “qualified dividend” income plus (ii) (A) the amount of taxable income (other than “qualified dividend” income) allocable to such Unitholder in respect of such Fiscal Quarter (as determined by the Board in good faith) (net of taxable Losses (exclusive of “qualified dividend” income) allocated to such Unitholder in respect of any prior Tax Estimation Period and not previously taken into account under this clause), multiplied by (B) the Applicable Tax Rate applied to income other than “qualified dividend” income less (iii) the aggregate amount, if any, paid or payable by Holdings LLC on behalf of such Unitholders with respect to the applicable Tax Estimation Period on state group or composite income tax returns or as required withholding for the Fiscal Year relating to such Tax Distribution, with each such Unitholder’s allocable share of taxable income taking into account any reduction in taxable income attributable to any basis adjustments with respect to a Member pursuant to Section 743 of the Code as a result of Holdings LLC’s election pursuant to Section 754 of the Code. To the extent a Member would be entitled to a greater distribution pursuant to this Section 4.1(a) based on the taxable income allocated to a Member as shown on the tax returns with respect to a Fiscal Year than the amount actually distributed pursuant to this Section 4.1, such excess shall be distributed upon the filing of such tax returns to the extent the distribution of such funds of Holdings LLC would not violate applicable law. From and after July 31, 2014, to the extent of Distributable Cash as determined by the Manager in its sole discretion, be required to make a Distribution to each Member of cash in an amount equal to the excess of such Member’s Assumed Tax Liability, if any, for such immediately preceding Fiscal Year over the Distributions previously made to such Member receives a distribution pursuant to this Section 4.01(b4.1(a) with respect to such Fiscal Year (including as a result of the “Tax Distributions”). Notwithstanding the foregoing, (i) the Manager may, in its sole discretion exercised in good faith and in lieu of such annual Tax Distributions described change in the preceding sentence, make Distributions Applicable Tax Rate) in cash excess of the amount such Member was otherwise entitled based on the taxable income allocated to each a Member as shown on or before such dates on which estimated taxes are required to be paid the tax returns with respect to a fiscal quarter (Fiscal Year, such excess shall reduce the amount of any future distributions to which the Member is otherwise entitled under this Section 4.1(a) until such Distribution excess has been eliminated. A Member’s entitlement to be calculated by reference to the Assumed Tax Liability of a Member for any such fiscal quarter and reduced by any Distributions previously made to such member during such fiscal quarter); (ii) with respect to the Class B Unitholders the Tax Distributions periods prior to July 31, 2014 shall be mandatory in all events unless such Tax Distribution would violate applicable Lawdetermined under this Agreement (as amended prior to July 31, regardless of Distributable Cash2014), the Amended and Restated Agreement or the Original Agreement, as applicable, and not subject made consistent therewith, and the provisions of this Section 4.1(a) shall apply to the discretion of the Manager or any other person (and periods subsequent to July 31, 2014; provided, that to the extent that such Tax Distribution does violate applicable Lawa Member has received a distribution pursuant to Section 4.1(a) of this Agreement (as amended prior to July 31, 2014), the parties will determine Amended and Restated Agreement or the Original Agreement, as applicable, in good faith if there is a commercially reasonable manner excess of the amount such Member was otherwise entitled based on the taxable income allocated to make such Distribution not in violation of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”), Tax Distributions shall be made to such Former Member as shown on the Tax Distribution Date to the extent such Former Member is allocated taxable income by the Company tax returns with respect to a prior taxable any period (or portion thereof) for prior to July 31, 2014, the amount of such excess distribution, as set forth on Schedule C hereto, shall be considered an advance Distribution of any distribution to which such Former the Member has not previously received is entitled under Section 4.1(b). From and after July 31, 2014, a Tax DistributionDistribution shall be considered an advance Distribution of any distribution to which the Member is entitled under Section 4.1(b). To the extent Holdings LLC has legally available funds (including any unused availability under any applicable revolving credit facility), it shall draw on such funds to make the distributions required by this Section 4.1(a).”

Tax Distributions. Unless otherwise provided by the Managing Member, the Company shall (i) On or about each date that is solely to the extent of available cash), no later than five (5) Business Days days prior to the due date for the on which U.S. federal income corporate estimated tax return of an individual calendar payments are due for a taxpayer with a taxable year taxpayer (without regard ending on December 31, to extensions) make a distribution (a “Tax Distribution DateDistribution”), the Company shall, to the extent of Distributable Cash as determined by the Manager in its sole discretion, be required to make a Distribution ) to each Member of cash in an amount equal to the excess of (A) the product of (i) the estimated net taxable income allocable to such Member’s Assumed Tax Liability, if any, for such immediately preceding Fiscal Year taxable year through the end of such period, and (ii) the Tax Rate, over the Distributions (B) distributions previously made to such Member pursuant to this Section 4.01(b) 5.03 or Section 12.02 with respect to the taxable year. If such Fiscal Year quarterly Tax Distributions are, in the aggregate, less than the amount of Tax Distributions to which such Member is entitled pursuant to this Section 5.03(e), the Managing Member shall (solely to the “extent of any available cash) cause the Company to make an annual Tax Distributions”Distribution to each Member no later than 10 days prior to the due date for U.S. federal income tax returns for individuals (excluding any extensions) for such taxable year sufficient to make up such shortfall. In computing taxable income or loss for purposes of this Section 5.03(e), items of income, gain, loss and deduction shall be determined (i) with or without regard to any adjustments pursuant to Section 743 of the Code (in whole or in part), in the sole discretion of the Managing Member, and (ii) taking into account any allocations under Section 704(c) of the Code and the Treasury Regulations thereunder. A Tax Distribution to a Member in respect of any Unit shall be charged against current or future distributions to which such Member would otherwise have been entitled under this Section 5.03 or Section 12.02 in respect of such Unit; provided, however, all Common Units (including any Common Unit or portion thereof received in exchange for any Profits Unit) shall participate in distributions made pursuant to Section 5.03 on a pro rata basis. Notwithstanding the foregoing, (iA) any distributions made pursuant to this Section 5.03(e) shall be made to the Manager mayMembers on a pro rata basis in accordance with the number of each Member’s Units over the total number of outstanding Units, in its sole discretion exercised in good faith and in lieu (B) to the extent of such annual Tax Distributions described in available cash, the preceding sentence, make Distributions in cash pro rata amount to be distributed to each Member shall be calculated based on or before such dates the distribution to the Member that would have the highest Tax Distribution under this Section 5.03(e) on which estimated taxes are a per-Unit basis, calculated without regard to this sentence and (C) if there is insufficient available cash to make all of the distributions described in clause (B), the amount that would have been distributed to each Member pursuant to clause (B) shall be reduced on a pro rata basis; and provided, further, that notwithstanding the foregoing the Company shall not be required to be paid with respect make any distribution pursuant to a fiscal quarter (the amount of any such Distribution to be calculated by reference to the Assumed Tax Liability of a Member for any such fiscal quarter and reduced by any Distributions previously made to such member during such fiscal quarter); (iithis Section 5.03(e) with respect to any Profits Units that are not Vested Units if the Class B Unitholders Company has not allocated any income in the Tax Distributions shall be mandatory in all events unless applicable taxable period to such Tax Distribution would violate applicable LawUnits. For the avoidance of doubt, regardless of Distributable Cash, and not subject to the discretion of the Manager or any other person (and to the extent that such Tax Distribution does violate applicable Law, the parties will determine in good faith if there whether a distribution is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if on treated as a Tax Distribution Date or a person who was previously a Member distribution pursuant to Section 5.03(b) is no longer a Member (a “Former Member”)not intended to impact allocations or ultimate economic entitlement under this Agreement, Tax Distributions and this Agreement shall be made to interpreted consistent with such Former Member on the Tax Distribution Date to the extent such Former Member is allocated taxable income by the Company with respect to a prior taxable period (or portion thereof) for which such Former Member has not previously received a Tax Distributionintent.

Tax Distributions. Subject to any restrictions or covenants contained in any loan agreements (including agreements for any Member Loans) or other debt instruments or agreements to which the Company is then a party, the Board shall cause the Company to make distributions of Distributable Cash Flow to the Members pursuant to Section 6.3(a) in respect of each Fiscal Year, in cash, in amounts such that each Member receives an aggregate amount of distributions at least equal to the sum of the products obtained by multiplying (i) On the amount of each item of taxable income or about each date that is five gain of the Company for such period (5excluding items of income or gain realized as a result of any sale of the Company) Business Days prior allocated to the due date for the U.S. federal income tax return of Member pursuant to this Agreement (an individual calendar year taxpayer (without regard to extensions) (a “Tax Distribution DateAllocable Income Item”), reduced by any offsetting items of loss or deduction (of the same character) of the Company shall, to the extent of Distributable Cash as determined by the Manager in its sole discretion, be required to make a Distribution to each Member of cash in an amount equal to the excess of such Member’s Assumed Tax Liability, if any, for such immediately preceding Fiscal Year over the Distributions previously made allocated to such Member pursuant to this Section 4.01(bAgreement for the current and all prior periods to the extent not previously taken into account under this provision, by (ii) the highest combined marginal rate of tax applicable to any Member (or in the case of any Member that is a pass-through entity for tax Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. purposes, any person who is liable for tax with respect to such Allocable Income Item) with respect to such Fiscal Year Allocable Income Item, taking into account its character and all applicable federal, state, provincial, local and municipal taxes (the amount to be distributed to each Member pursuant to this provision is referred to as the “Tax DistributionsDistribution Amount”). Notwithstanding , as determined by the foregoing, (i) the Manager may, in its sole discretion exercised Board in good faith and in lieu consultation with the accounting firm that prepares the federal income tax information return (Form 1065) of the Company for such annual Tax Distributions described in Fiscal Year. In the preceding sentence, make Distributions in cash event the amount of Distributable Cash Flow that may be distributed pursuant to each Member on or before such dates on which estimated taxes are required to be paid Section 6.3(a) with respect to a fiscal quarter (Fiscal Year is less than the amount of any such Members’ aggregate Tax Distribution Amounts, distributions shall be made pursuant to be calculated by reference this provision only to the Assumed Tax Liability extent of the Distributable Cash Flow that may be distributed and the shortfall shall not constitute a Member for any such fiscal quarter and reduced by any Distributions previously made to such member during such fiscal quarter); (ii) with respect debt or other liability of the Company to the Class B Unitholders the Tax Distributions Members; provided, however, that such shortfall shall be mandatory in all events unless such Tax Distribution would violate applicable Law, regardless of Distributable Cash, and not subject to the discretion of the Manager or any other person (paid if and to the extent that such the Company has Distributable Cash Flow in a subsequent Fiscal Year. The Company shall distribute the Tax Distribution does violate applicable Law, Amounts to the parties will determine in good faith if there is a commercially reasonable manner Members with respect to make any Fiscal Year as soon as practical after the end of such Distribution Fiscal Year but not in violation later than April 10 of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”), Tax Distributions the following Fiscal Year. All tax distributions to the Members shall be made in proportion to such Former Member on the Tax Distribution Date to the extent such Former Member is allocated taxable income by the Company with respect to a prior taxable period (or portion thereof) for which such Former Member has not previously received a Tax Distributiontheir respective Percentage Interests.

Tax Distributions. (i) On or about each date that is five (5) Business Days prior Notwithstanding any other provision herein to the due date contrary, so long as the Company is treated as a partnership for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (a “Tax Distribution Date”)purposes, the Company shall, subject to the extent of Distributable Cash having cash available after taking into account reserves as determined by in the Manager in its sole discretiongood faith discretion of the Board, be required to make a Distribution quarterly advance cash distributions to each Member of cash Partner in an amount equal to the excess of such MemberPartner’s Assumed Quarterly Estimated Tax Liability, if any, Amount for such immediately preceding Fiscal Year over the Distributions previously made to such Member pursuant to this Section 4.01(b) with respect to such Fiscal Year quarter (the “Tax Distributions”), and the Board shall use commercially reasonable efforts to cause such Tax Distributions to be made at least five (5) days before estimated U.S. federal income tax payments for individuals are due. Notwithstanding If, on the foregoingdate of a quarterly estimated distribution, the cash available to the Company (as determined in the good faith discretion of the Board) is not sufficient to distribute to each Partner the full amount of such Partner’s Tax Distribution that would otherwise be required under this Section 2.4, then (A) distributions shall be made by the Company to the Partners pursuant to this Section 2.4 to the extent of the cash so available in proportion to the amounts that would have been distributed to each Partner pursuant to this Section 2.4 if there had been a sufficient amount of cash available to the Company to make such Tax Distribution in full, (iB) the Manager may, Company shall make future distributions as soon as reasonably practicable following the date on which there exists an amount of cash available to the Company after taking into account reserves as determined in its sole discretion exercised in the good faith and in lieu discretion of the Board sufficient to pay the remaining portion of such annual Partner’s required Tax Distributions described in Distribution and (C) the preceding sentenceCompany shall not, until the remaining portion of each such Partner’s required Tax Distribution is so distributed, make Distributions in cash a Distribution other than pursuant to each Member on or before such dates on which estimated taxes are required this sentence. The Company shall make commercially reasonable efforts to be paid with respect ensure that any financing documents allow for full Tax Distributions. Each Tax Distribution made to a fiscal quarter (Partner pursuant to this Section 2.4 shall be treated as an advance against, and thus reduce, the amount of any such the next succeeding Distribution to be calculated by reference to the Assumed Tax Liability of a Member for any such fiscal quarter and reduced by any or Distributions previously made which would otherwise have been paid to such member during such fiscal quarter); Partner pursuant to Section 2.1 of this Agreement or pursuant to Section 6.4(b) or Section 11.1(c) (ii) with respect to under the Class B Unitholders the Tax Distributions shall be mandatory in all events unless such Tax Distribution would violate applicable Law, regardless of Distributable Cash, and not subject to the discretion of the Manager or any other person (and to the extent that such Tax Distribution does violate applicable Law, the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”Holdco LLC Agreement), Tax Distributions shall be made to such Former Member on the Tax Distribution Date to the extent such Former Member is allocated taxable income by the Company with respect to a prior taxable period (or portion thereof) for which such Former Member has not previously received a Tax Distributionas applicable.

Tax Distributions. (i) On or about each date that is five (5) Business Days prior Prior to the due date for the U.S. federal income tax return making of an individual calendar year taxpayer (without regard to extensions) (a “Tax Distribution Date”), the Company shallany other distributions hereunder, to the extent of Distributable Cash as determined by the Manager in its sole discretionCompany has cash available to it, be required to make a Distribution and after setting aside appropriate reserves, the Company shall distribute to each Member Member, not later than ninety (90) days after the end of each fiscal year of the Company, cash in an amount equal that would be sufficient to permit such Member to pay the excess Theoretical Tax on the amount of such Member’s Assumed Tax Liability, if any, for such immediately preceding Fiscal Year over the Distributions previously made taxable income allocated to such Member pursuant to Article III hereof for federal income tax purposes, without regard to the individual tax status of any Member, but after giving effect to (x) income and losses previously allocated by the Company to such Member in fiscal years prior to the fiscal year with respect to which the calculation is made, and (y) any distributions previously made pursuant to this Section 4.01(b) 4.1. Each such distribution shall be referred to in this Agreement as a "Tax Distribution." A Tax Distribution shall be deemed to have been made on the last day of the pertinent fiscal year, and taken into account in determining allocations with respect to such Fiscal Year (the “Tax Distributions”). Notwithstanding the foregoingfiscal year, (i) the Manager may, in its sole discretion exercised in good faith and in lieu of such annual Tax Distributions described in the preceding sentence, make Distributions in cash to each Member on or before such dates on which estimated taxes are required to be paid with respect to a fiscal quarter (the amount of any such Distribution to be calculated by reference to the Assumed Tax Liability of a Member for any such fiscal quarter and reduced by any Distributions previously made to such member during such fiscal quarter); (ii) with respect to the Class B Unitholders the Tax Distributions shall be mandatory in all events unless such Tax Distribution would violate applicable Law, regardless of Distributable Cash, and not subject to the discretion of the Manager or any other person (and to the extent notwithstanding that such Tax Distribution is made in the following fiscal year. If the Company does violate applicable Lawnot have sufficient cash available to it to make the full Tax Distribution owing to each Member for a fiscal year, the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”), Tax Distributions for such fiscal year shall be made pro rata to such Former Member on the Members in proportion to the Tax Distribution Date Distributions owing to each Member for such fiscal year. Notwithstanding anything herein to the extent such Former Member is allocated taxable income by the Company with respect contrary, ASC may waive its right to receive all or a prior taxable period (or portion thereof) for which such Former Member has not previously received a of any Tax DistributionDistributions required to be distributed to ASC under this Section 4.1.

Tax Distributions. (i) On Unless in violation of the Act or about each date that is five (5) Business Days prior to other applicable law or if the due date for Board, after consultation with the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (a “Tax Distribution Date”)TMP, elects otherwise, the Company shallmay, with the approval of the Board, cause distributions to be made out of Cash Available for Distribution (if any) to the extent of Distributable Cash Members in such amounts as determined by the Manager Board, in its sole reasonable discretion, be required determines appropriate to make a Distribution enable the Members to each Member of cash in an amount equal to the excess of such Member’s Assumed discharge their Tax Liability, if any, Liability (as defined below) for such immediately preceding Fiscal Year over the Distributions previously made to such Member pursuant to this Section 4.01(b) with respect to such Fiscal Year any taxable year (the “Tax Distributions”). Notwithstanding the foregoing, (i) the Manager may, in its sole discretion exercised in good faith and in lieu of such annual A Member’s “Tax Distributions described in the preceding sentence, make Distributions in cash to each Member on or before such dates on which estimated taxes are required to be paid Liability” with respect to a fiscal quarter taxable year shall be equal to the product of (a) the Tax Rate (as defined below) and (b) the amount of (x) net taxable income or gain of the Company actually allocated or that the Board estimates to be allocated to such Member for federal income tax purposes for such taxable year and all prior taxable years, and any guaranteed payment pursuant to Section 707(c) of the Code to any Member in respect of Section 4.1.2 for such taxable year and all prior taxable years (to the extent such net taxable income, gain or guaranteed payment was not previously taken into account for purposes of the calculation of the amount of any Tax Liability), reduced, but not below zero, by (y) any tax deduction, loss or credit previously or currently allocated to such Member and not previously taken into account for purposes of the calculation of the amount of any Tax Liability (but not including any expense deductible by a natural person only under Section 212 of the Code or any expenses described in Section 709 of the Code). Each Tax Distribution to shall be calculated by reference distributed among the Members on a pro rata basis according to the Assumed amount of Tax Liability in respect of a Member each Member. The “Tax Rate” shall mean, for any such fiscal quarter taxable year, the highest marginal combined federal, state, and reduced by local income tax rate (taking into account any Distributions previously made difference in rates applicable to such member during such fiscal quarter); (iiordinary income and capital gains and assuming a full limitation on the deduction of state and local Taxes under Section 68 of the Code) applicable to an individual resident in San Francisco, California with respect to the Class B Unitholders the Tax Distributions shall be mandatory in all events unless such Tax Distribution would violate applicable Lawtaxable year. If made, regardless of Distributable Cash, and not subject to the discretion of the Manager or any other person (and to the extent that such Tax Distribution does violate applicable Law, the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”), Tax Distributions shall be made by the Company no later than April 15 (based on each Member’s Schedule K-1 from the prior taxable year), or at such earlier time as may be determined by the Board, in its discretion. Distributions made to a Member pursuant to this Section 4.3 shall be treated as advances of distributions to be made to such Former Member on the Tax Distribution Date Member, and shall be credited against, and reduce future distributions to be made to such Member, under (i) Section 4.1.2(c) (to the extent such Former Member is allocated of any Tax Distributions attributable to allocations of net taxable income by or gain in respect of Section 4.1.2(c)), (ii) Section 4.1.2(d) (to the Company with extent of any Tax Distributions attributable to allocations of net taxable income or gain in respect of Section 4.1.2(d)), and (iii) Section 4.1.2(e) and Section 4.1.2(f) (in respect of all Tax Distributions except to the extent taken into account under clauses (i) or (ii) above and subject to the following sentence). For sake of clarification, distributions made to a prior taxable period Member pursuant to this Section 4.3 shall not be treated as advances of, and shall not be credited against, distributions to be made to such Member under Section 4.1.2(a) and Section 4.1.2(b) (or portion thereofincluding pursuant to Section 8.5.1(b) and for which such Former Member has not previously received a Tax Distributionpurposes of Section 7.8 and Section 7.10).

Tax Distributions. (i) On or about each date (a “Tax Distribution Date”) that is five (5) Business Days prior to the each due date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (a “Tax Distribution Date”or, if earlier, the due date for the U.S. federal income tax return of the Original Member, as determined without regard to extensions), the Company shall, to the extent of Distributable Cash available cash flow as determined by the Manager in its sole discretion, be required to make a Distribution to each Member of cash in an amount equal to the excess of such Member’s Assumed Tax Liability, if any, for such immediately preceding Fiscal Year taxable period over the Distributions previously made to such Member pursuant to this Section 4.01(b4.01(d) with respect to such Fiscal Year taxable period (the “Tax Distributions”). Notwithstanding the foregoing, (i) the Manager may, in its sole discretion exercised in good faith and in lieu of discretion, make such annual Tax Distributions described in the preceding sentenceon a quarterly basis, make Distributions in cash to each Member on or before such dates and any date on which estimated taxes such Tax Distributions are required made will be considered a Tax Distribution Date for purposes hereof. (ii) To the extent a Member otherwise would be entitled to receive less than its allocable share of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(d) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(d) are made pro rata in accordance with such Member’s allocable shares of the Net Profits and Net Losses for the applicable period determined in accordance with Section 5.04. If, on a Tax Distribution Date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(d) shall be made to the Members only to the extent of available funds pro rata in accordance with their allocable shares of the Net Profits and Net Losses for the applicable period determined in accordance with Section 5.04 and the Company shall make future Tax Distributions as soon as the Manager determines in its sole discretion that funds have become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii)In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year, or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to a fiscal quarter such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of any Tax Distributions the Members and former Members received for the relevant Taxable Years based on such Distribution to be calculated by reference to the recalculated Assumed Tax Liability shall, to the extent of a Member available cash flow as determined by the Manager in its sole discretion, promptly be distributed to such Members and the successors of such former Members, except, for any such fiscal quarter and reduced by any the avoidance of doubt, to the extent Distributions previously were made to such member during Members and former Members pursuant to Section 4.01(a), Section 4.01(b) and this Section 4.01(d) in the relevant Taxable Years sufficient to cover such fiscal quartershortfall. (iv)Notwithstanding the foregoing, Distributions pursuant to this Section 4.01(d); , if any, shall be made to a Member (iior its predecessor in interest) only to the extent all previous Distributions to such Member pursuant to Section 4.01(a) and Section 4.01(b) with respect to the Class B Unitholders Fiscal Year are less than the Tax Distributions shall be mandatory in all events unless such Tax Distribution would violate applicable Law, regardless of Distributable Cash, and not subject to the discretion of the Manager or any other person Member (and its predecessor in interest) otherwise would have been entitled to the extent that such Tax Distribution does violate applicable Law, the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”), Tax Distributions shall be made to such Former Member on the Tax Distribution Date to the extent such Former Member is allocated taxable income by the Company receive with respect to a prior taxable period (or portion thereof) for which such Former Member has not previously received a Tax DistributionFiscal Year pursuant to this Section 4.01(d).

Tax Distributions. (i) On First, if so requested by a Person who was a Member or about Assignee during a given calendar year, no later than April 10 of each date that is five (5) Business Days prior to the due date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (a “Tax Distribution Date”)beginning after 2005, the Board shall cause the Company shall, to the extent of Distributable Cash as determined by the Manager in its sole discretion, be required to make a Distribution Distribute to each Member of cash in Person who so requests an amount equal to the excess of such Member’s Assumed Tax Liabilityexcess, if any, for of (i) the product of (x) the estimated net taxable income (including separately stated items of income, gain, loss and deduction) allocated with respect to such Person’s Interest as of the end of the immediately preceding Fiscal Year Year, multiplied by (y) 40% (or such other rate as the Board may from time to time Approve and segregating, with respect to the application of this Section 3.1(a), taxable income (or items thereof) for which different rates may apply), over the (ii) any previous Distributions previously of Available Cash made at any previous time with respect to such Member Person’s Interest pursuant to this Section 4.01(b3.1(a) with respect to such Fiscal Year Year. To the extent the Company makes a Distribution pursuant to this Section 3.1(a), then such Distribution shall reduce the amount of Distributions otherwise to be Distributed with respect to such Interest pursuant to Section 3.1(b) or Section 9.2(b) by the amount Distributed pursuant to this Section 3.1(a). To the extent a Distribution is made pursuant to this Section 3.1(a) and such Tax Distribution reduces the amount that otherwise would be received pursuant to another Section or subsection of this Agreement, it shall be deemed that the Member or Assignee received such Distribution pursuant to the Section or subsection (other than this Section 3.1(a)) so reduced. It is understood and agreed that there is no requirement that the “Tax Distributions”Distributions pursuant to this Section 3.1(a) be made on a Pro Rata basis, and it is further acknowledged and agreed that a Member may waive receipt of all or a portion of a Tax Distribution pursuant to this Section 3.1(a). Notwithstanding the foregoingabove, (i) there shall be no requirement that the Manager may, in its sole discretion exercised in good faith and in lieu of such annual Company make Tax Distributions described in the preceding sentence, make Distributions in cash to each Member on or before such dates on which estimated taxes are required to be paid with respect to a fiscal quarter (the amount of any such Distribution to be calculated by reference to the Assumed Tax Liability event of a Member for any Capital Contribution pursuant to Section 2.7 hereof until all such fiscal quarter and reduced by any Capital Contributions have been returned pursuant to Distributions previously made pursuant to such member during such fiscal quarter); (iiSection 3.1(b)(b)(i) with respect to the Class B Unitholders the Tax Distributions shall be mandatory in all events unless such Tax Distribution would violate applicable Law, regardless of Distributable Cash, and not subject to the discretion of the Manager or any other person (and to the extent that such Tax Distribution does violate applicable Law, the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”), Tax Distributions shall be made to such Former Member on the Tax Distribution Date to the extent such Former Member is allocated taxable income by the Company with respect to a prior taxable period (or portion thereof) for which such Former Member has not previously received a Tax Distributionbelow.

Tax Distributions. Except as otherwise prohibited by applicable law, within ten (i10) On or about days following the end of each date that is five (5) Business Days prior Tax Estimation Period, Holdings LLC shall distribute to the due date for the U.S. federal income tax return each Unitholder with respect to each Fiscal Quarter to which such Tax Estimation Period relates an amount of an individual calendar year taxpayer (without regard to extensions) cash (a “Tax Distribution DateDistribution”), ) which equals (i) (A) the Company shall, amount of taxable “qualified dividend” income allocable to the extent each such Unitholder in respect of Distributable Cash such Fiscal Quarter (as determined by the Manager Board in its sole discretiongood faith), be required multiplied by (B) the Applicable Tax Rate applied to make a Distribution “qualified dividend” income plus (ii) (A) the amount of taxable income (other than “qualified dividend” income) allocable to each Member of cash such Unitholder in an amount equal to the excess respect of such Member’s Assumed Fiscal Quarter (as determined by the Board in good faith) (net of taxable Losses (exclusive of “qualified dividend” income) allocated to such Unitholder in respect of any prior Tax LiabilityEstimation Period and not previously taken into account under this clause), multiplied by (B) the Applicable Tax Rate applied to income other than “qualified dividend” income less (iii) the aggregate amount, if any, paid or payable by Holdings LLC on behalf of such Unitholders with respect to the applicable Tax Estimation Period on state group or composite income tax returns or as required withholding for such immediately preceding the Fiscal Year over the Distributions previously made relating to such Tax Distribution, with each such Unitholder’s allocable share of taxable income taking into account any reduction in taxable income attributable to any basis adjustments with respect to a Member pursuant to Section 743 of the Code as a result of Holdings LLC’s election pursuant to Section 754 of the Code. To the extent a Member would be entitled to a greater distribution pursuant to this Section 4.01(b4.1(a) with respect based on the taxable income allocated to such Fiscal Year (a Member as shown on the “Tax Distributions”). Notwithstanding the foregoing, (i) the Manager may, in its sole discretion exercised in good faith and in lieu of such annual Tax Distributions described in the preceding sentence, make Distributions in cash to each Member on or before such dates on which estimated taxes are required to be paid tax returns with respect to a fiscal quarter (Fiscal Year than the amount of any actually distributed pursuant to this Section 4.1, such Distribution to be calculated by reference to the Assumed Tax Liability of a Member for any such fiscal quarter and reduced by any Distributions previously made to such member during such fiscal quarter); (ii) with respect to the Class B Unitholders the Tax Distributions excess shall be mandatory in all events unless distributed upon the filing of such Tax Distribution would violate applicable Law, regardless of Distributable Cash, and not subject to the discretion of the Manager or any other person (and tax returns to the extent that the distribution of such Tax Distribution does funds of Holdings LLC would not violate applicable Law, law. To the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously extent a Member is no longer has received a distribution pursuant to this Section 4.1(a) (including as a result of the change in the Applicable Tax Rate) in excess of the amount such Member was otherwise entitled based on the taxable income allocated to a Member (a “Former Member”), Tax Distributions shall be made to such Former Member as shown on the Tax Distribution Date to the extent such Former Member is allocated taxable income by the Company tax returns with respect to a Fiscal Year, such excess shall not affect or be credited against future tax distributions to such Member. A Member’s entitlement to Tax Distributions with respect to periods prior to the Effective Date shall be determined under the Amended and Restated Agreement or the Original Agreement, as applicable, and made consistent therewith and the provisions of this Section 4.1(a) shall apply to periods subsequent to the Effective Date; provided, that to the extent a Member has received a distribution pursuant to Section 4.1(a) of the Amended and Restated Agreement or the Original Agreement in excess of the amount such Member was otherwise entitled based on the taxable income allocated to a Member as shown on the tax returns with respect to any period (or portion thereof) for prior to the Effective Date, the amount of such excess distribution as set forth on Schedule C hereto shall be considered an advance Distribution of any distribution to which the Member is entitled under Section 4.1(b). A Tax Distribution shall be considered an advance Distribution of any distribution to which the Member is entitled under Section 4.1(b). To the extent Holdings LLC has legally available funds (including any unused availability under any applicable revolving credit facility), it shall draw on such Former Member has not previously received a Tax Distributionfunds to make the distributions required by this Section 4.1(a).

Tax Distributions. (i) On Notwithstanding the priority of Distributions in Section ----------------- 7.1 or about the effect of the Non-Distribution Amount in Section 7.2, the Company will, consistent with and subject to any restrictions which may be imposed under any contractual obligation of the Company or its Subsidiaries or applicable law, make Distributions to each Member in amounts such that, on the fifth Business Day prior to each date that is five (5) Business Days prior to the due date for the U.S. on which annual or quarterly federal income tax return of an individual calendar year taxpayer (without regard to extensions) (a “Tax Distribution Date”), the Company shall, to the extent of Distributable Cash as determined by the Manager in its sole discretion, be payments are required to make a Distribution be made by individuals, such Member has received Distributions (whether pursuant to each Member of cash this Section 7.3 or otherwise) in an amount aggregate amounts equal to the excess of such Member’s Assumed Tax Liabilityexcess, if any, of (a) the product of (i) the estimated Net Taxable Profits allocable to such Member as of the end of the fiscal quarter in respect of which such estimated federal income taxes are to be paid, multiplied by (ii) the highest effective income tax rate (federal, state and local, adjusted for such immediately preceding Fiscal Year any deductions and credits allowed by one taxing authority for income taxes paid to another taxing authority) that is applicable to any Member (segregating, with respect to the application of this Section 7.3, Net Taxable Profits for which different income tax rates under this Section 7.3 apply), over the (b) all previous Distributions previously made to such Member in respect of such allocable Net Taxable Profits. The Company will, consistent with and subject to any restrictions which may be imposed under any contractual obligation of the Company or its Subsidiaries or applicable law, cause such Distributions to be made in a manner which permits such Members to use the proceeds of such Distributions to make on a timely basis all required estimated payments of income taxes in respect of the taxable income so allocated to them. The Distributions required by this Section 7.3 will, consistent with and subject to any restrictions which may be imposed under any contractual obligation of the Company or its Subsidiaries or applicable law, be made (i) without regard for the relative priorities and amounts set forth in Section 7.1 and (ii) without regard to Section 7.2. Distributions made to a Member pursuant to this Section 4.01(b) with respect to such Fiscal Year (the “Tax Distributions”). Notwithstanding the foregoing7.3, (i) the Manager mayhowever, in its sole discretion exercised in good faith and in lieu of such annual Tax Distributions described in the preceding sentence, make Distributions in cash to each Member on or before such dates on which estimated taxes are required to be paid with respect to a fiscal quarter (the amount of any such Distribution to be calculated by reference to the Assumed Tax Liability of a Member for any such fiscal quarter and reduced by any Distributions previously made to such member during such fiscal quarter); (ii) with respect to the Class B Unitholders the Tax Distributions shall be mandatory taken into account for purposes of this Agreement as if they were made under Section 7.1 in all events unless such Tax Distribution would violate applicable Law, regardless of Distributable Cash, and not subject to the discretion respect of the Manager allocations of Net Profit (or any other person (separately allocated items of income and gains) to which they relate and, therefore, shall reduce the extent Distributions that such Tax Distribution does violate applicable Law, the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”), Tax Distributions shall otherwise would be made to such Former Member on the Tax Distribution Date under Section 7.1 in respect of such income. No Member shall be liable to the extent Company for any amount Distributed to it pursuant to this Section 7.3 or for any interest on such Former Member is allocated taxable income by the Company with respect to a prior taxable period (or portion thereof) for which such Former Member has not previously received a Tax Distributionamount.

Tax Distributions. (i) On Notwithstanding the priority of Distributions in Section 7.1 or about the effect of the Non-Distribution Amount in Section 7.2, the Company will, consistent with and subject to any restrictions which may be imposed under any contractual obligation of the Company or its Subsidiaries or applicable law, make Distributions to each Member in amounts such that, on the fifth Business Day prior to each date that is five (5) Business Days prior to the due date for the U.S. on which annual or quarterly federal income tax return of an individual calendar year taxpayer (without regard to extensions) (a “Tax Distribution Date”), the Company shall, to the extent of Distributable Cash as determined by the Manager in its sole discretion, be payments are required to make a Distribution be made by individuals, such Member has received Distributions (whether pursuant to each Member of cash this Section 7.3 or otherwise) in an amount aggregate amounts equal to the excess of such Member’s Assumed Tax Liabilityexcess, if any, of (a) the product of (i) the estimated Net Taxable Profits allocable to such Member as of the end of the fiscal quarter in respect of which such estimated federal income taxes are to be paid, multiplied by (ii) the highest effective income tax rate (federal, state and local, adjusted for such immediately preceding Fiscal Year any deductions and credits allowed by one taxing authority for income taxes paid to another taxing authority) that is applicable to any Member (segregating, with respect to the application of this Section 7.3, Net Taxable Profits for which different income tax rates under this Section 7.3 apply), over the (b) all previous Distributions previously made to such Member in respect of such allocable Net Taxable Profits. The Company will, consistent with and subject to any restrictions which may be imposed under any contractual obligation of the Company or its Subsidiaries or applicable law, cause such Distributions to be made in a manner which permits such Members to use the proceeds of such Distributions to make on a timely basis all required estimated payments of income taxes in respect of the taxable income so allocated to them. The Distributions required by this Section 7.3 will, consistent with and subject to any restrictions which may be imposed under any contractual obligation of the Company or its Subsidiaries or applicable law, be made (i) without regard for the relative priorities and amounts set forth in Section 7.1 and (ii) without regard to Section 7.2. Distributions made to a Member pursuant to this Section 4.01(b) with respect to such Fiscal Year (the “Tax Distributions”). Notwithstanding the foregoing7.3, (i) the Manager mayhowever, in its sole discretion exercised in good faith and in lieu of such annual Tax Distributions described in the preceding sentence, make Distributions in cash to each Member on or before such dates on which estimated taxes are required to be paid with respect to a fiscal quarter (the amount of any such Distribution to be calculated by reference to the Assumed Tax Liability of a Member for any such fiscal quarter and reduced by any Distributions previously made to such member during such fiscal quarter); (ii) with respect to the Class B Unitholders the Tax Distributions shall be mandatory taken into account for purposes of this Agreement as if they were made under Section 7.1 in all events unless such Tax Distribution would violate applicable Law, regardless of Distributable Cash, and not subject to the discretion respect of the Manager allocations of Net Profit (or any other person (separately allocated items of income and gains) to which they relate and, therefore, shall reduce the extent Distributions that such Tax Distribution does violate applicable Law, the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”), Tax Distributions shall otherwise would be made to such Former Member on the Tax Distribution Date under Section 7.1 in respect of such income. No Member shall be liable to the extent Company for any amount Distributed to it pursuant to this Section 7.3 or for any interest on such Former Member is allocated taxable income by the Company with respect to a prior taxable period (or portion thereof) for which such Former Member has not previously received a Tax Distributionamount.

Tax Distributions. At least once each Fiscal Year (i) On or about more frequently at the election of the Board of Managers), unless prohibited by Section 18-607 of the Delaware Act, the Board of Managers shall cause the Company to distribute to each date that is five (5) Business Days prior to the due date for the U.S. federal income tax return Member an amount of an individual calendar year taxpayer (without regard to extensions) cash (a “Tax Distribution DateDistribution”) which equals the following: (a) (i) the Assumed Tax Rate, multiplied by (ii) the cumulative taxable income of the Company allocated and estimated to be allocated to such Member in its capacity as a holder of a Unit for tax purposes (net of any tax losses allocated to such Member and not previously taken into account under this clause and including taxable income allocated to the Member under Section 704(c) of the Code with respect to assets contributed to the Company by the Member) through the end of such Fiscal Year (or Fiscal Quarter, as applicable), the Company shall, to the extent of Distributable Cash as determined by the Manager Board of Managers, less (b) the aggregate amount of prior Distributions made to the Member during such period. A Tax Distribution for a Fiscal Year shall be made not later than the fifth (5th) day prior to the date on which any Member’s estimated federal income tax payments are due. For purposes of calculating the amounts payable under Section 4.6, Tax Distributions shall be treated (without duplication) as advances of any amounts Members are entitled to receive pursuant to Section 4.6 in its sole discretion, accordance with the allocation of taxable income giving rise to such Tax Distributions; provided that no Member shall be required to make repay all or any portion of a Tax Distribution to each Member of cash in an amount equal to the excess of such Member’s Assumed the amount it otherwise would have been entitled to receive pursuant to Section 4.6. If legally available funds are insufficient to make all Tax Liability, if any, for such immediately preceding Distributions with respect to a Fiscal Year over the in full, Tax Distributions previously made to such Member pursuant to this Section 4.01(b) with respect to such Fiscal Year (shall be made under this Section 4.7 in proportion to the “Tax Distributions”). Notwithstanding the foregoing, (i) the Manager may, in its sole discretion exercised in good faith and in lieu of such annual Tax Distributions described in the preceding sentence, make Distributions in cash amounts that would otherwise be distributable to each Member on or before such dates on which estimated taxes are required pursuant to this Section 4.7. No Tax Distributions will be paid with respect to a fiscal quarter (during the amount dissolution and liquidation of any such Distribution to be calculated by reference to the Assumed Tax Liability Company. In addition, if the Company’s payment of a Member for any such fiscal quarter and reduced by any Distributions previously made to such member during such fiscal quarter); (ii) with respect to the Class B Unitholders the Tax Distributions shall be mandatory in all events unless such Tax Distribution would violate applicable Lawcause the Company to breach any contract to which it is a party, regardless then Board of Distributable Cash, and Managers may elect for the Company not subject to the discretion of the Manager make all or any other person (and to the extent that portion of such Tax Distribution does violate applicable Law, the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if on a Tax Distribution Date a person who was previously a Member is no longer a Member (a “Former Member”), Tax Distributions shall be made to such Former Member on the Tax Distribution Date to the extent such Former Member is allocated taxable income by the Company with respect to a prior taxable period (or portion thereof) for which such Former Member has not previously received a Tax Distribution.

Tax Distributions. Unless otherwise provided by the Managing Member, the Company shall (i) On or about each date that is solely to the extent of available cash), no later than five (5) Business Days days prior to the due date for the on which U.S. federal income corporate estimated tax return of an individual calendar payments are due for a taxpayer with a taxable year taxpayer (without regard ending on December 31, to extensions) make a distribution (a “Tax Distribution DateDistribution”), the Company shall, to the extent of Distributable Cash as determined by the Manager in its sole discretion, be required to make a Distribution ) to each Member of cash in an amount equal to the excess of (A) the product of (i) the estimated net taxable income allocable to such Member’s Assumed Tax Liability, if any, for such immediately preceding Fiscal Year taxable year through the end of such period, and (ii) the Tax Rate, over the Distributions (B) distributions previously made to such Member pursuant to this Section 4.01(b) 5.03 or Section 12.02 with respect to the taxable year. If such Fiscal Year quarterly Tax Distributions are, in the aggregate, less than the amount of Tax Distributions to which such Member is entitled pursuant to this Section 5.03(e), the Managing Member shall (solely to the “extent of any available cash) cause the Company to make an annual Tax Distributions”Distribution to each Member no later than 10 days prior to the due date for U.S. federal income tax returns for individuals (excluding any extensions) for such taxable year sufficient to make up such shortfall. In computing taxable income or loss for purposes of this Section 5.03(e), items of income, gain, loss and deduction shall be determined (i) with or without regard to any adjustments pursuant to Section 743 of the Code (in whole or in part), in the sole discretion of the Managing Member, and (ii) taking into account any allocations under Section 704(c) of the Code and the Treasury Regulations thereunder. A Tax Distribution to a Member in respect of any Unit shall be charged against current or future distributions to which such Member would otherwise have been entitled under this Section 5.03 or Section 12.02 in respect of such Unit to the extent required to prevent Tax Distributions from permanently impacting the distributions to the Members; provided, however, all Common Units (including any Common Unit or portion thereof received in exchange for any Profits Unit) shall participate in distributions made pursuant to Section 5.03 on a pro rata basis. Notwithstanding the foregoing, (iA) any distributions made pursuant to this Section 5.03(e) shall be made to the Manager mayMembers on a pro rata basis in accordance with the number of each Member’s Units over the total number of outstanding Units, in its sole discretion exercised in good faith and in lieu (B) to the extent of such annual Tax Distributions described in available cash, the preceding sentence, make Distributions in cash pro rata amount to be distributed to each Member shall be calculated based on or before such dates the distribution to the Member that would have the highest Tax Distribution under this Section 5.03(e) on which estimated taxes are a per-Unit basis, calculated without regard to this sentence and (C) if there is insufficient available cash to make all of the distributions described in clause (B), the amount that would have been distributed to each Member pursuant to clause (B) shall be reduced on a pro rata basis; and provided, further, that notwithstanding the foregoing the Company shall not be required to be paid with respect make any distribution pursuant to a fiscal quarter (the amount of any such Distribution to be calculated by reference to the Assumed Tax Liability of a Member for any such fiscal quarter and reduced by any Distributions previously made to such member during such fiscal quarter); (iithis Section 5.03(e) with respect to any Profits Units that are not Vested Units if the Class B Unitholders Company has not allocated any income in the Tax Distributions shall be mandatory in all events unless applicable taxable period to such Tax Distribution would violate applicable LawUnits. For the avoidance of doubt, regardless of Distributable Cash, and not subject to the discretion of the Manager or any other person (and to the extent that such Tax Distribution does violate applicable Law, the parties will determine in good faith if there whether a distribution is a commercially reasonable manner to make such Distribution not in violation of applicable Law); and (iii) if on treated as a Tax Distribution Date or a person who was previously a Member distribution pursuant to Section 5.03(b) is no longer a Member (a “Former Member”)not intended to impact allocations or ultimate economic entitlement under this Agreement, Tax Distributions and this Agreement shall be made to interpreted consistent with such Former Member on the Tax Distribution Date to the extent such Former Member is allocated taxable income by the Company with respect to a prior taxable period (or portion thereof) for which such Former Member has not previously received a Tax Distributionintent.