Common use of Permitted Tax Distributions Clause in Contracts

Permitted Tax Distributions. (a) Notwithstanding Section 7.11, Parent and each Borrower, at its option, may declare and pay Permitted Tax Distributions to its Equity Holders; provided, that (i) no Event of Default shall have occurred and be continuing at the time of any such Permitted Tax Distribution or would result therefrom, (ii) prior to the payment of any such Permitted Tax Distribution, Parent or each such Borrower (as the case may be) shall provide Lender with a certificate from an officer of Parent and/or such Borrower and an opinion of counsel to the effect that Parent, such Borrower and each Subsidiary of such Borrower in respect of which such Permitted Tax Distributions are being made, qualify as Flow Through Entities for federal income tax purposes and for the states in respect of which such distributions are being made, and (iii) at the time of any such Permitted Tax Distribution, the most recent audited financial statements of such Borrower provided to Lender pursuant to Section 6.3 provide that such Borrower and each such Subsidiary were treated as Flow Through Entities for the period of such financial statements. (b) Estimated tax distributions shall be made within thirty days following March 15, May 15, August 15, and December 15 based upon an estimate of the excess of (x) the tax distributions that would be payable for the period beginning on January 1 of such year and ending on March 15, May 15, August 15, and December 15 if such period were a taxable year (computed as provided above) over (y) distributions attributable to all prior periods during such taxable year. The excess of the Permitted Tax Distributions for a taxable year over the amounts previously distributed as estimated tax distributions may be distributed to Equity Holders within thirty days of the date on which Borrower has filed its federal income tax return with respect to such taxable years. To the extent that the estimated tax distributions previously paid to an Equity Holder in respect of any taxable year are greater than the Permitted Tax Distributions for such year, such excess shall be treated for all purposes of this Agreement as if distributed as an estimated tax distribution on March 15 of the next succeeding year for the purpose of determining amounts permitted to be distributed in such succeeding taxable year. (c) The amount of the Permitted Tax Distributions shall be re-computed promptly after (i) the filing by each Borrower of its annual tax return, and (ii) the appropriate Federal or state taxing authority finally determines that the amount of the items of taxable income, gain, deduction, or loss of such Borrower which affected the calculation of the Permitted Tax Distributions for any year should be changed or adjusted, including the determination that such Borrower or any other entity is not a Flow Through Entity (a "Tax Calculation Event"). In the event of a Tax Calculation Event, the amount by which the Permitted Tax Distributions would have been reduced had they been calculated in accordance with the Tax Calculation Event (an "Overdistribution") shall offset the amounts permitted to be distributed through the next two successive estimated tax payment dates (and such amounts permitted to be distributed shall be, for purposes of this Agreement, treated as if distributed to Equity Holders and used to repay the Overdistribution). If the amount of any Overdistribution has not been repaid in full by the end of the second estimated tax payment date following the Tax Calculation Event, such Borrower will use its best efforts to collect the remaining Overdistribution Amount from the Equity Holders. If following a Tax Calculation Event, the amount by which the Permitted Tax Distributions would have been increased had they been calculated in accordance with the Tax Calculation Event (an "Underdistribution"), the amount of such Underdistribution shall be distributed to Equity Holders within 90 days of the date of the Tax Calculation Event. (d) Prior to making any estimated tax distribution, each Borrower or Parent, as the case may be, shall require each Equity Holder to agree to make any payment required under Section 7.22(c) hereof. (e) To the extent that any tax distribution would otherwise be made to any Equity Holder at a time when an obligation of such Equity Holder to make a payment to a Borrower or Parent pursuant to Section 7.22(c) remains outstanding, the amount of any tax distribution to be made shall be reduced by the amounts such Equity Holder is obligated to pay such Borrower or Parent.

Permitted Tax Distributions. For any period during which a Borrower is taxed as a partnership under the IRC, such Borrower may pay to its owners, in quarterly installments reflecting the best estimate of taxable income through the Fiscal Quarters then ended, cash distributions (athe “Permitted Tax Distributions”) Notwithstanding Section 7.11, Parent as and each Borrower, at its option, may declare and pay to the extent permitted in this Section. (1) Permitted Tax Distributions shall not exceed in the aggregate the product of (A) the applicable Borrower’s total taxable income for such tax year to its Equity Holders; providedthe date of such a distribution, that multiplied by (B) the sum of (i) no Event the maximum marginal federal income tax rate applicable to individuals for such tax year (after giving effect to the deductibility of Default shall have occurred and be continuing at the time of any such Permitted Tax Distribution or would result therefromstate income taxes), (ii) the highest marginal state income tax rate applicable to the members of the applicable Borrower for such tax year, and (iii) the tax rate imposed by Section 1411 of the IRC (the so-called Net Investment Income tax) applicable to the members of the applicable Borrower for such tax year. Such distributions shall be paid (if at all) on or about the respective dates for payment of estimated tax payments by the members of the applicable Borrower. (2) At least two (2) Business Days prior to issuing any Permitted Tax Distribution, the applicable Borrower shall deliver to Lenders a written notice of intended distribution and information sufficient that Lenders may review the amount and basis of any proposed distribution before it is paid. In the absence of an objection that such distribution is not a Permitted Tax Distribution from Lenders by the proposed payment date, the distribution may be paid as proposed. (3) No distribution will be a Permitted Tax Distribution at any time that a Default or an Event of Default exists or the payment of any such Permitted Tax Distribution, Parent distribution would cause a Default or each such Borrower (as the case may be) shall provide Lender with a certificate from an officer Event of Parent and/or such Borrower and an opinion of counsel to the effect that Parent, such Borrower and each Subsidiary of such Borrower in respect of which such Permitted Tax Distributions are being made, qualify as Flow Through Entities for federal income tax purposes and for the states in respect of which such distributions are being made, and (iii) at the time of any such Permitted Tax Distribution, the most recent audited financial statements of such Borrower provided to Lender pursuant to Section 6.3 provide that such Borrower and each such Subsidiary were treated as Flow Through Entities for the period of such financial statementsDefault. (b4) Estimated tax distributions shall be made within thirty days following March 15, May 15, August 15, and December 15 based upon an estimate If the financial results of the excess of (x) the tax distributions a Borrower are retroactively revised such that would be payable for the period beginning on January 1 of such year and ending on March 15, May 15, August 15, and December 15 if such period were a taxable year (computed as provided above) over (y) distributions attributable to all prior periods during such taxable year. The excess of the Permitted Tax Distributions for a taxable year over the amounts previously distributed as estimated tax distributions may be distributed to Equity Holders within thirty days of the date on which Borrower has filed its federal income tax return made with respect to such taxable years. To a previous Fiscal Year exceeded that which should have been paid if the extent accurate results had then been applied, Lenders may require that the estimated tax excess distributions previously paid to an Equity Holder in respect of any taxable year are greater than the be withheld from subsequent Permitted Tax Distributions for such year, such excess shall be treated for all purposes of this Agreement as if distributed as an estimated tax distribution on March 15 of the next succeeding year for the purpose of determining amounts permitted to be distributed in such succeeding taxable yearBorrower. (c) The amount of the Permitted Tax Distributions shall be re-computed promptly after (i) the filing by each Borrower of its annual tax return, and (ii) the appropriate Federal or state taxing authority finally determines that the amount of the items of taxable income, gain, deduction, or loss of such Borrower which affected the calculation of the Permitted Tax Distributions for any year should be changed or adjusted, including the determination that such Borrower or any other entity is not a Flow Through Entity (a "Tax Calculation Event"). In the event of a Tax Calculation Event, the amount by which the Permitted Tax Distributions would have been reduced had they been calculated in accordance with the Tax Calculation Event (an "Overdistribution") shall offset the amounts permitted to be distributed through the next two successive estimated tax payment dates (and such amounts permitted to be distributed shall be, for purposes of this Agreement, treated as if distributed to Equity Holders and used to repay the Overdistribution). If the amount of any Overdistribution has not been repaid in full by the end of the second estimated tax payment date following the Tax Calculation Event, such Borrower will use its best efforts to collect the remaining Overdistribution Amount from the Equity Holders. If following a Tax Calculation Event, the amount by which the Permitted Tax Distributions would have been increased had they been calculated in accordance with the Tax Calculation Event (an "Underdistribution"), the amount of such Underdistribution shall be distributed to Equity Holders within 90 days of the date of the Tax Calculation Event. (d) Prior to making any estimated tax distribution, each Borrower or Parent, as the case may be, shall require each Equity Holder to agree to make any payment required under Section 7.22(c) hereof. (e) To the extent that any tax distribution would otherwise be made to any Equity Holder at a time when an obligation of such Equity Holder to make a payment to a Borrower or Parent pursuant to Section 7.22(c) remains outstanding, the amount of any tax distribution to be made shall be reduced by the amounts such Equity Holder is obligated to pay such Borrower or Parent.

Permitted Tax Distributions. For any period during which a Borrower is taxed as a partnership under the IRC, such Borrower may pay to its owners, in quarterly installments reflecting the best estimate of taxable income through the Fiscal Quarters then ended, cash distributions (athe "Permitted Tax Distributions") Notwithstanding Section 7.11, Parent as and each Borrower, at its option, may declare and pay to the extent permitted in this Section. (1) Permitted Tax Distributions shall not exceed in the aggregate the product of (A) the applicable Borrower's total taxable income for such tax year to its Equity Holders; providedthe date of such a distribution, that multiplied by (B) the sum of (i) no Event the maximum marginal federal income tax rate applicable to individuals for such tax year (after giving effect to the deductibility of Default shall have occurred and be continuing at the time of any such Permitted Tax Distribution or would result therefromstate income taxes), (ii) the highest marginal state income tax rate applicable to the members of the applicable Borrower for such tax year, and (iii) the tax rate imposed by Section 1411 of the IRC (the so-called Net Investment Income tax) applicable to the members of the applicable Borrower for such tax year. Such distributions shall be paid (if at all) on or about the respective dates for payment of estimated tax payments by the members ofthe applicable Borrower. (2) At least two (2) Business Days prior to issuing any Permitted Tax Distribution, the applicable Borrower shall deliver to Lenders a written notice of intended distribution and information sufficient that Lenders may review the amount and basis of any proposed distribution before it is paid. In the absence of an objection that such distribution is not a Permitted Tax Distribution from Lenders by the proposed payment date, the distribution may be paid as proposed. (3) No distribution will be a Permitted Tax Distribution at any time that a Default or an Event of Default exists or the payment of any such Permitted Tax Distribution, Parent distribution would cause a Default or each such Borrower (as the case may be) shall provide Lender with a certificate from an officer Event of Parent and/or such Borrower and an opinion of counsel to the effect that Parent, such Borrower and each Subsidiary of such Borrower in respect of which such Permitted Tax Distributions are being made, qualify as Flow Through Entities for federal income tax purposes and for the states in respect of which such distributions are being made, and (iii) at the time of any such Permitted Tax Distribution, the most recent audited financial statements of such Borrower provided to Lender pursuant to Section 6.3 provide that such Borrower and each such Subsidiary were treated as Flow Through Entities for the period of such financial statementsDefault. (b4) Estimated tax distributions shall be made within thirty days following March 15, May 15, August 15, and December 15 based upon an estimate If the financial results of the excess of (x) the tax distributions a Borrower are retroactively revised such that would be payable for the period beginning on January 1 of such year and ending on March 15, May 15, August 15, and December 15 if such period were a taxable year (computed as provided above) over (y) distributions attributable to all prior periods during such taxable year. The excess of the Permitted Tax Distributions for a taxable year over the amounts previously distributed as estimated tax distributions may be distributed to Equity Holders within thirty days of the date on which Borrower has filed its federal income tax return made with respect to such taxable years. To a previous Fiscal Year exceeded that which should have been paid if the extent accurate results had then been applied, Lenders may require that the estimated tax excess distributions previously paid to an Equity Holder in respect of any taxable year are greater than the be withheld from subsequent Permitted Tax Distributions for such year, such excess shall be treated for all purposes of this Agreement as if distributed as an estimated tax distribution on March 15 of the next succeeding year for the purpose of determining amounts permitted to be distributed in such succeeding taxable yearBorrower. (c) The amount of the Permitted Tax Distributions shall be re-computed promptly after (i) the filing by each Borrower of its annual tax return, and (ii) the appropriate Federal or state taxing authority finally determines that the amount of the items of taxable income, gain, deduction, or loss of such Borrower which affected the calculation of the Permitted Tax Distributions for any year should be changed or adjusted, including the determination that such Borrower or any other entity is not a Flow Through Entity (a "Tax Calculation Event"). In the event of a Tax Calculation Event, the amount by which the Permitted Tax Distributions would have been reduced had they been calculated in accordance with the Tax Calculation Event (an "Overdistribution") shall offset the amounts permitted to be distributed through the next two successive estimated tax payment dates (and such amounts permitted to be distributed shall be, for purposes of this Agreement, treated as if distributed to Equity Holders and used to repay the Overdistribution). If the amount of any Overdistribution has not been repaid in full by the end of the second estimated tax payment date following the Tax Calculation Event, such Borrower will use its best efforts to collect the remaining Overdistribution Amount from the Equity Holders. If following a Tax Calculation Event, the amount by which the Permitted Tax Distributions would have been increased had they been calculated in accordance with the Tax Calculation Event (an "Underdistribution"), the amount of such Underdistribution shall be distributed to Equity Holders within 90 days of the date of the Tax Calculation Event. (d) Prior to making any estimated tax distribution, each Borrower or Parent, as the case may be, shall require each Equity Holder to agree to make any payment required under Section 7.22(c) hereof. (e) To the extent that any tax distribution would otherwise be made to any Equity Holder at a time when an obligation of such Equity Holder to make a payment to a Borrower or Parent pursuant to Section 7.22(c) remains outstanding, the amount of any tax distribution to be made shall be reduced by the amounts such Equity Holder is obligated to pay such Borrower or Parent.

Permitted Tax Distributions. (a) Notwithstanding Section 7.11, Parent and each Borrower, at its option, may declare and pay Permitted Tax Distributions to its Equity Holders; provided, that (i) no Event of Default shall have occurred and be continuing at the time of any such Permitted Tax Distribution or would result therefrom, (ii) prior to the payment of any such Permitted Tax Distribution, Parent or each such Borrower (as the case may be) shall provide Lender with a certificate from an officer of Parent and/or such Borrower and an opinion of counsel to the effect that Parent, such Borrower and each Subsidiary of such Borrower in respect of which such Permitted Tax Distributions are being made, qualify as Flow Through Entities for federal income tax purposes and for the states in respect of which such distributions are being made, and (iii) at the time of any such Permitted Tax Distribution, the most recent audited financial statements of such Borrower provided to Lender pursuant to Section 6.3 provide that such Borrower and each such Subsidiary were treated as Flow Through Entities for the period of such financial statements. (b) Estimated tax distributions shall be made within thirty fifteen days following March 1531, May 1531, August 1531, and December 15 31 based upon an estimate of the excess of (x) the tax distributions that would be payable for the period beginning on January 1 of such year and ending on March 1531, May 1531, August 1531, and December 15 31 if such period were a taxable year (computed as provided above) over (y) distributions attributable to all prior periods during such taxable year. The excess Promptly after filing by Company and each such Subsidiary of their respective annual tax return, each Equity Holder shall reimburse Company or the Permitted Tax Distributions for a taxable year over applicable Subsidiary, as the amounts previously distributed as case may be, to the extent such estimated tax distributions made to such Equity Holder exceeded the actual Permitted Tax Distributions, as determined on the basis of such tax returns filed in respect of such taxable year for that Equity Holder and Company or the applicable Subsidiary, as the case may be distributed be, shall make a further payment to its respective Equity Holders within thirty days of to the date on which Borrower has filed its federal income extent such estimated tax return distributions were less than the tax distributions actually payable to such Equity Holders with respect to such taxable yearsyear. To the extent that the estimated tax distributions previously paid to an Equity Holder in respect of any taxable year are greater than the Permitted Tax Distributions for such year, such excess shall be treated for all purposes of this Agreement as if distributed as an estimated tax distribution on March 15 of the next succeeding year for the purpose of determining amounts permitted to be distributed in such succeeding taxable year. (c) The amount of the Permitted Tax Distributions shall be re-computed promptly after (i) the filing by each Borrower of its annual tax return, and (ii) If the appropriate Federal or state taxing authority finally determines that the amount of the items of Company or any Subsidiary's taxable income, gain, deduction, deduction or loss of such Borrower which affected the calculation of the Permitted Tax Distributions (including capital gain or loss) for any taxable year or the aggregate Tax Loss Benefit Amounts carried forward to such taxable year should be changed or adjusted, including then each Equity Holder shall reimburse Company or the determination that such Borrower or any other entity is not a Flow Through Entity (a "Tax Calculation Event"). In the event of a Tax Calculation Event, the amount by which the Permitted Tax Distributions would have been reduced had they been calculated in accordance with the Tax Calculation Event (an "Overdistribution") shall offset the amounts permitted to be distributed through the next two successive estimated tax payment dates (and such amounts permitted to be distributed shall be, for purposes of this Agreement, treated as if distributed to Equity Holders and used to repay the Overdistribution). If the amount of any Overdistribution has not been repaid in full by the end of the second estimated tax payment date following the Tax Calculation Event, such Borrower will use its best efforts to collect the remaining Overdistribution Amount from the Equity Holders. If following a Tax Calculation Event, the amount by which the Permitted Tax Distributions would have been increased had they been calculated in accordance with the Tax Calculation Event (an "Underdistribution"), the amount of such Underdistribution shall be distributed to Equity Holders within 90 days of the date of the Tax Calculation Event. (d) Prior to making any estimated tax distribution, each Borrower or Parentapplicable Subsidiary, as the case may be, shall require each to the extent the Permitted Tax Distributions previously made to such Equity Holder in respect of that taxable year exceeded the Permitted Tax Distributions with respect to agree such taxable year taking into account such change or adjustment for that Equity Holder, or as the case may be, Company shall make a further payment to make any payment required under Section 7.22(c) hereof. (e) its respective Equity Holders to the extent the permitted Tax Distributions previously paid to such Equity Holder were less than the Permitted Tax Distributions payable to such Equity Holders with respect to such taxable year taking into account such change or adjustment. To the extent that any tax distribution would otherwise be made to any Equity Holder at a time when an obligation of such Equity Holder to make a payment to a Borrower Company or Parent the applicable subsidiary pursuant to Section 7.22(c) the two previous sentences remains outstanding, the amount of any tax distribution to be made shall be reduced by the amounts such Equity Holder is obligated to pay such Borrower Company or Parentthe applicable Subsidiary.

Permitted Tax Distributions. (a) Notwithstanding Section 7.11, Parent and each Borrower, at its option, may declare and pay Permitted Tax Distributions to its Equity HoldersMembers; provided, that (i) no Event of Default shall have occurred and be continuing at the time of any such Permitted Tax Distribution or would result therefrom, (ii) prior to the payment of any such Permitted Tax Distribution, Parent or each such Borrower (as the case may be) shall provide Lender Foothill with a certificate from an officer of Parent and/or such Borrower and an opinion of counsel to the effect that Parent, such Borrower and each Subsidiary of such the Borrower in respect of which such Permitted Tax Distributions are being made, qualify as Flow Through Entities for federal income tax purposes and for the states in respect of which such distributions are being made, and (iii) at the time of any such Permitted Tax Distribution, the most recent audited financial statements of such Borrower provided to Lender Foothill pursuant to Section 6.3 provide that such Borrower and each such Subsidiary were treated as Flow Through Entities for the period of such financial statements. (b) Estimated tax distributions shall be made within thirty not later than fifteen days following March 1531, May 1531, August 1531, and December 15 31 based upon an estimate of the excess of (xi) the tax distributions that would be payable for the period beginning on January 1 of such year and ending on March 1531, May 1531, August 1531, and December 15 31, as applicable, if such period were a taxable year (computed as provided above) over (yii) distributions attributable to all prior periods during such taxable year. The excess . (c) Prior to making any estimated tax distribution, Borrower shall require each Equity Holder to agree that (i) promptly after Borrower and each Subsidiary of the Permitted Tax Distributions for a taxable year over Borrower file their respective annual tax return, (A) such Equity Holder shall reimburse Borrower to the amounts previously distributed as extent the estimated tax distributions may be distributed made to such Equity Holders within thirty days Holder exceeded the actual Permitted Tax Distributions, as determined on the basis of such tax returns filed in respect of such taxable year for that Equity Holder and (B) Borrower shall make a further payment to such Equity Holder to the date on which Borrower has filed its federal income extent such estimated tax return distributions made to such Equity Holder were less than the tax distributions actually payable to such Equity Holder with respect to such taxable years. To the extent that the estimated tax distributions previously paid to an Equity Holder in respect of any taxable year are greater than the Permitted Tax Distributions for such year, such excess shall be treated for all purposes of this Agreement as if distributed as an estimated tax distribution on March 15 of the next succeeding year for the purpose of determining amounts permitted to be distributed in such succeeding taxable year. (c) The amount of the Permitted Tax Distributions shall be re-computed promptly after (i) the filing by each Borrower of its annual tax return, and (ii) if the appropriate Federal or state taxing authority finally determines that the amount of the items of taxable income, gain, deduction, or loss (including capital gain or loss) of such Borrower which affected the calculation or any Subsidiary of the Permitted Tax Distributions Borrower that is treated as a Flow Through Entity for any taxable year or the aggregate Tax Loss Benefit Amounts carried forward to such taxable year should be changed or adjusted, including then (A) such Equity Holder shall reimburse Borrower to the determination that such Borrower or any other entity is not a Flow Through Entity (a "Tax Calculation Event"). In the event of a Tax Calculation Event, the amount by which extent the Permitted Tax Distributions would have been reduced had they been calculated previously made to such Equity Holder in accordance with the Tax Calculation Event (an "Overdistribution") shall offset the amounts permitted to be distributed through the next two successive estimated tax payment dates (and such amounts permitted to be distributed shall be, for purposes respect of this Agreement, treated as if distributed to Equity Holders and used to repay the Overdistribution). If the amount of any Overdistribution has not been repaid in full by the end of the second estimated tax payment date following the Tax Calculation Event, such Borrower will use its best efforts to collect the remaining Overdistribution Amount from the Equity Holders. If following a Tax Calculation Event, the amount by which that taxable year exceeded the Permitted Tax Distributions would have been increased had they been calculated in accordance with respect to such taxable year taking into account such change or adjustment for such Equity Holder and (B) Borrower shall make a further payment to such Equity Holder to the extent the Permitted Tax Calculation Event (an "Underdistribution"), Distributions previously paid to such Equity Holder were less than the amount of Permitted Tax Distributions payable to such Underdistribution shall be distributed Equity Holder with respect to Equity Holders within 90 days of the date of the Tax Calculation Eventsuch taxable year taking into account such change or adjustment. (d) Prior to making any estimated tax distribution, each Borrower or Parent, as the case may be, shall require each Equity Holder to agree to make any payment required under Section 7.22(c) hereof. (e) To the extent that any tax distribution would otherwise be made to any Equity Holder at a time when an obligation of such Equity Holder to make a payment to a Borrower or Parent pursuant to Section 7.22(c7.1(c) remains outstanding, the amount of any tax distribution to be made shall be reduced by the amounts such Equity Holder is obligated to pay such Borrower or ParentBorrower.

Permitted Tax Distributions. (a) Notwithstanding Section 7.117.10, Parent and each Borrower, at its option, may declare and pay Permitted Tax Distributions to its Equity Holders; provided, that (i) no Event of Default shall have occurred and be continuing at the time of any such Permitted Tax Distribution or would result therefrom, (ii) prior to the payment of any such Permitted Tax Distribution, Parent or each such Borrower (as the case may be) shall provide Lender Agent with a certificate from an officer of Parent and/or such Borrower and an opinion of counsel to the effect that Parent, such Borrower and each Restricted Subsidiary of such Borrower in respect of which such Permitted Tax Distributions are being made, qualify as Flow Through Entities for federal income tax purposes and for the states in respect of which such distributions are being made, and (iii) at the time of any such Permitted Tax Distribution, the most recent audited financial statements of such Borrower provided to Lender Agent pursuant to Section 6.3 provide that such Borrower and each such Restricted Subsidiary were treated as Flow Through Entities for the period of such financial statements, and (iv) Parent or each such Borrower (as the case may be) provide to Agent a certificate from the applicable Person's chief financial officer which sets forth the calculation of such Permitted Tax Distribution that it proposes to make, which certifies such calculation as being reasonably determined or estimated in good faith by the applicable Borrower, and which is in form and substance satisfactory to Agent. (b) Estimated tax distributions shall be made within thirty days following March 15, May 15, August 15, and December 15 based upon an estimate of the excess of (x) the tax distributions that would be payable for the period beginning on January 1 of such year and ending on March 15, May 15, August 15, and December 15 if such period were a taxable year (computed as provided above) over (y) distributions attributable to all prior periods during such taxable year. The excess of the Permitted Tax Distributions for a taxable year over the amounts previously distributed as estimated tax distributions may be distributed to Equity Holders within thirty days of the date on which Borrower has filed its federal income tax return with respect to such taxable years. To the extent that the estimated tax distributions previously paid to an Equity Holder in respect of any taxable year are greater than the Permitted Tax Distributions for such year, such excess shall be treated for all purposes of this Agreement as if distributed as an estimated tax distribution on March 15 of the next succeeding year for the purpose of determining amounts permitted to be distributed in such succeeding taxable year. (c) The amount of the Permitted Tax Distributions shall be re-computed promptly after (i) the filing by each Borrower of its annual tax return, and (ii) the appropriate Federal or state taxing authority finally determines that the amount of the items of taxable income, gain, deduction, or loss of such Borrower which affected the calculation of the Permitted Tax Distributions for any year should be changed or adjusted, including the determination that such Borrower or any other entity is not a Flow Through Entity (a "Tax Calculation Event"). In the event of a Tax Calculation Event, the amount by which the Permitted Tax Distributions would have been reduced had they been calculated in accordance with the Tax Calculation Event (an "Overdistribution") shall offset the amounts permitted to be distributed through the next two successive estimated tax payment dates (and such amounts permitted to be distributed shall be, for purposes of this Agreement, treated as if distributed to Equity Holders and used to repay the Overdistribution). If the amount of any Overdistribution has not been repaid in full by the end of the second estimated tax payment date following the Tax Calculation Event, such Borrower will use its best efforts to collect the remaining Overdistribution Amount from the Equity Holders. If following a Tax Calculation Event, the amount by which the Permitted Tax Distributions would have been increased had they been calculated in accordance with the Tax Calculation Event (an "Underdistribution"), the amount of such Underdistribution shall be distributed to Equity Holders within 90 days of the date of the Tax Calculation Event. (d) Prior to making any estimated tax distribution, each Borrower or Parent, as the case may be, shall require each Equity Holder to agree to make any payment required under Section 7.22(c) hereof. (e) To the extent that any tax distribution would otherwise be made to any Equity Holder at a time when an obligation of such Equity Holder to make a payment to a Borrower or Parent pursuant to Section 7.22(c) remains outstanding, the amount of any tax distribution to be made shall be reduced by the amounts such Equity Holder is obligated to pay such Borrower or Parent.

Permitted Tax Distributions. The Corporation agrees that for each taxable year that the Corporation qualifies as an S corporation under the Code, or any similar provision of state or local law, the Corporation will make, and will cause each Subsidiary any of whose items of income, gain, loss or deduction (aincluding capital gain or loss) Notwithstanding Section 7.11are taxable to the Stockholders to make, Parent and each Borrower, at its option, may declare and pay Permitted Tax Distributions to its Equity Holders; provided, that (i) no Event the Stockholders. Estimated amounts of Default shall have occurred and be continuing at the time of any such Permitted Tax Distribution or would result therefrom, (ii) prior to the payment of any such Permitted Tax Distribution, Parent or each such Borrower (as the case may be) shall provide Lender with a certificate from an officer of Parent and/or such Borrower and an opinion of counsel to the effect that Parent, such Borrower and each Subsidiary of such Borrower in respect of which such Permitted Tax Distributions are being made, qualify as Flow Through Entities for federal income tax purposes and for the states in respect of which such distributions are being made, and (iii) at the time of any such Permitted Tax Distribution, the most recent audited financial statements of such Borrower provided to Lender pursuant to Section 6.3 provide that such Borrower and each such Subsidiary were treated as Flow Through Entities for the period of such financial statements. (b) Estimated tax distributions shall be made by the Corporation (and each applicable Subsidiary) within thirty fifteen days following March 1531, May 1531, August 1531, and December 15 31 based upon an estimate of the excess of (x) the tax distributions Permitted Tax Distributions that would be payable for the period beginning on January 1 of such year and ending on March 1531, May 1531, August 1531, and December 15 31 if such period were a taxable year (computed as provided above) over (y) the amount of the distributions attributable to all prior periods during such taxable year. The excess of the Permitted Tax Distributions for a taxable year over the amounts previously distributed as estimated tax distributions may be distributed to Equity Holders within thirty days of the date on which Borrower has filed its federal income tax return with respect to such taxable years. To the extent that the estimated tax distributions previously paid to an Equity Holder in respect of any taxable year are greater than the Permitted Tax Distributions for such year, such excess shall be treated for all purposes of this Agreement as if distributed as an estimated tax distribution on March 15 of the next succeeding year for the purpose of determining amounts permitted to be distributed in such succeeding taxable year. (c) The amount of the Permitted Tax Distributions shall be re-computed promptly Promptly after (i) the filing by the Corporation and each Borrower such Subsidiary of its their respective annual tax return, and (ii) the appropriate Federal Corporation or state taxing authority finally determines that the amount of the items of taxable income, gain, deduction, or loss of such Borrower which affected the calculation of the Permitted Tax Distributions for any year should be changed or adjusted, including the determination that such Borrower or any other entity is not a Flow Through Entity (a "Tax Calculation Event"). In the event of a Tax Calculation Event, the amount by which the Permitted Tax Distributions would have been reduced had they been calculated in accordance with the Tax Calculation Event (an "Overdistribution") shall offset the amounts permitted to be distributed through the next two successive estimated tax payment dates (and such amounts permitted to be distributed shall be, for purposes of this Agreement, treated as if distributed to Equity Holders and used to repay the Overdistribution). If the amount of any Overdistribution has not been repaid in full by the end of the second estimated tax payment date following the Tax Calculation Event, such Borrower will use its best efforts to collect the remaining Overdistribution Amount from the Equity Holders. If following a Tax Calculation Event, the amount by which the Permitted Tax Distributions would have been increased had they been calculated in accordance with the Tax Calculation Event (an "Underdistribution"), the amount of such Underdistribution shall be distributed to Equity Holders within 90 days of the date of the Tax Calculation Event. (d) Prior to making any estimated tax distribution, each Borrower or Parentapplicable Subsidiary, as the case may be, shall require each Equity Holder make a further payment to agree its respective Stockholder to make any payment required under Section 7.22(c) hereof. (e) To the extent that any such estimated tax distribution would otherwise be made distributions were less than the Permitted Tax Distributions actually payable to any Equity Holder at a time when an obligation such Stockholders with respect to such taxable year as determined on the basis of such Equity Holder to make a payment to a Borrower tax returns filed in respect of such taxable year for that Stockholder. If any State (or Parent pursuant to Section 7.22(c) remains outstanding, the amount any political subdivision of any tax distribution State) shall require the Corporation or any Subsidiary to be made shall be reduced by the amounts such Equity Holder is obligated to withhold and pay such Borrower or Parent.over any amount from any Permitted Tax Distribution

Permitted Tax Distributions. (a) Notwithstanding Section 7.11, Parent and each Borrower, at its option, may declare and pay Permitted Tax Distributions to its Equity HoldersMembers; provided, that (i) no Event of Default shall have occurred and be continuing at the time of any such Permitted Tax Distribution or would result therefrom, (ii) prior to the payment of any such Permitted Tax Distribution, Parent or each such Borrower (as the case may be) shall provide Lender with a certificate from an officer of Parent and/or such Borrower and an opinion of counsel to the effect that Parent, such Borrower and each Subsidiary of such Borrower in respect of which such Permitted Tax Distributions are being made, qualify as Flow Through Entities for federal income tax purposes and for the states in respect of which such distributions are being made, and (iii) at the time of any such Permitted Tax Distribution, the most recent audited financial statements of such Borrower provided to Lender pursuant to Section 6.3 provide that such Borrower and each such Subsidiary were treated as Flow Through Entities for the period of such financial statements. (b) Estimated tax distributions shall be made within thirty days following March 15, May 15, August 15, and December 15 based upon an estimate of the excess of (x) the tax distributions that would be payable for the period beginning on January 1 of such year and ending on March 15, May 15, August 15, and December 15 if such period were a taxable year (computed as provided above) over (y) distributions attributable to all prior periods during such taxable year. The excess of the Permitted Tax Distributions for a taxable year over the amounts previously distributed as estimated tax distributions may be distributed to Equity Holders within thirty days of the date on which Borrower has filed its federal income tax return with respect to such taxable years. To the extent that the estimated tax distributions previously paid to an Equity Holder in respect of any taxable year are greater than the Permitted Tax Distributions for such year, such excess shall be treated for all purposes of this Agreement as if distributed as an estimated tax distribution on March 15 of the next succeeding year for the purpose of determining amounts permitted to be distributed in such succeeding taxable year. (c) The amount of the Permitted Tax Distributions shall be re-computed promptly after (i) the filing by each Borrower of its annual tax return, and (ii) the appropriate Federal or state taxing authority finally determines that the amount of the items of taxable income, gain, deduction, or loss of such Borrower which affected the calculation of the Permitted Tax Distributions for any year should be changed or adjusted, including the determination that such Borrower or any other entity is not a Flow Through Entity (a "Tax Calculation Event"). In the event of a Tax Calculation Event, the amount by which the Permitted Tax Distributions would have been reduced had they been calculated in accordance with the Tax Calculation Event (an "Overdistribution") shall offset the amounts permitted to be distributed through the next two successive estimated tax payment dates (and such amounts permitted to be distributed shall be, for purposes of this Agreement, treated as if distributed to Equity Holders and used to repay the Overdistribution). If the amount of any Overdistribution has not been repaid in full by the end of the second estimated tax payment date following the Tax Calculation Event, such Borrower will use its best efforts to collect the remaining Overdistribution Amount from the Equity Holders. If following a Tax Calculation Event, the amount by which the Permitted Tax Distributions would have been increased had they been calculated in accordance with the Tax Calculation Event (an "Underdistribution"), the amount of such Underdistribution shall be distributed to Equity Holders within 90 days of the date of the Tax Calculation Event. (d) Prior to making any estimated tax distribution, each Borrower or Parent, as the case may be, shall require each Equity Holder to agree to make any payment required under Section 7.22(c) hereof. (e) To the extent that any tax distribution would otherwise be made to any Equity Holder at a time when an obligation of such Equity Holder to make a payment to a Borrower or Parent pursuant to Section 7.22(c) remains outstanding, the amount of any tax distribution to be made shall be reduced by the amounts such Equity Holder is obligated to pay such Borrower or ParentBorrower.

Permitted Tax Distributions. (ax) Notwithstanding Xotwithstanding Section 7.11, Parent and each Borrower, at its option, may declare and pay Permitted Tax Distributions to its Equity HoldersMembers; provided, that (i) no Event of Default shall have occurred and be continuing at the time of any such Permitted Tax Distribution or would result therefrom, (ii) prior to the payment of any such Permitted Tax Distribution, Parent or each such Borrower (as the case may be) shall provide Lender with a certificate from an officer of Parent and/or such Borrower and an opinion of counsel to the effect that Parent, such Borrower and each Subsidiary of such Borrower in respect of which such Permitted Tax Distributions are being made, qualify as Flow Through Entities for federal income tax purposes and for the states in respect of which such distributions are being made, and (iii) at the time of any such Permitted Tax Distribution, the most recent audited financial statements of such Borrower provided to Lender pursuant to Section 6.3 provide that such Borrower and each such Subsidiary were treated as Flow Through Entities for the period of such financial statements. (b) Estimated tax distributions shall be made within thirty days following March 15, May 15, August 15, and December 15 based upon an estimate of the excess of (x) the tax distributions that would be payable for the period beginning on January 1 of such year and ending on March 15, May 15, August 15, and December 15 if such period were a taxable year (computed as provided above) over (y) distributions attributable to all prior periods during such taxable year. The excess of the Permitted Tax Distributions for a taxable year over the amounts previously distributed as estimated tax distributions may be distributed to Equity Holders within thirty days of the date on which Borrower has filed its federal income tax return with respect to such taxable years. To the extent that the estimated tax distributions previously paid to an Equity Holder in respect of any taxable year are greater than the Permitted Tax Distributions for such year, such excess shall be treated for all purposes of this Agreement as if distributed as an estimated tax distribution on March 15 of the next succeeding year for the purpose of determining amounts permitted to be distributed in such succeeding taxable year. (c) The amount of the Permitted Tax Distributions shall be re-computed promptly after (i) the filing by each Borrower of its annual tax return, and (ii) the appropriate Federal or state taxing authority finally determines that the amount of the items of taxable income, gain, deduction, or loss of such Borrower which affected the calculation of the Permitted Tax Distributions for any year should be changed or adjusted, including the determination that such Borrower or any other entity is not a Flow Through Entity (a "Tax Calculation Event"). In the event of a Tax Calculation Event, the amount by which the Permitted Tax Distributions would have been reduced had they been calculated in accordance with the Tax Calculation Event (an "Overdistribution") shall offset the amounts permitted to be distributed through the next two successive estimated tax payment dates (and such amounts permitted to be distributed shall be, for purposes of this Agreement, treated as if distributed to Equity Holders and used to repay the Overdistribution). If the amount of any Overdistribution has not been repaid in full by the end of the second estimated tax payment date following the Tax Calculation Event, such Borrower will use its best efforts to collect the remaining Overdistribution Amount from the Equity Holders. If following a Tax Calculation Event, the amount by which the Permitted Tax Distributions would have been increased had they been calculated in accordance with the Tax Calculation Event (an "Underdistribution"), the amount of such Underdistribution shall be distributed to Equity Holders within 90 days of the date of the Tax Calculation Event. (d) Prior to making any estimated tax distribution, each Borrower or Parent, as the case may be, shall require each Equity Holder to agree to make any payment required under Section 7.22(c) hereof. (e) To the extent that any tax distribution would otherwise be made to any Equity Holder at a time when an obligation of such Equity Holder to make a payment to a Borrower or Parent pursuant to Section 7.22(c) remains outstanding, the amount of any tax distribution to be made shall be reduced by the amounts such Equity Holder is obligated to pay such Borrower or ParentBorrower.