Common use of Tax Advances Clause in Contracts

Tax Advances. (a) Subject to any restrictions in any of the Company’s and/or any Company Subsidiary’s then applicable debt-financing arrangements, and subject to the Board’s sole discretion to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligations, at least ten (10) days before each date prescribed by the Code for a calendar-year corporation to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distribution, a “Tax Advance”). (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed pursuant to Section 7.04(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), the Company shall use commercially reasonable efforts to Distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the next succeeding Fiscal Year; provided, that if the Company has made Distributions other than pursuant to this Section 7.04, the Board may apply such Distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.04, except to the extent taken into account as an advance pursuant to Section 7.04(d). (d) Any Distributions made pursuant to this Section 7.04 shall be treated for purposes of this Agreement as advances on Distributions pursuant to Section 7.02 and shall reduce, dollar-for-dollar, the amount otherwise Distributable to such Member pursuant to Section 7.02.

Tax Advances. (a) Subject to any restrictions in any of the Company’s and/or any Company Subsidiary’s then applicable debt-financing arrangements, and subject to the Board’s sole discretion to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligations, at At least ten five (105) days Business Days before each date prescribed by the Code for a calendar-year corporation to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distributiondistribution, a “Tax Advance”), subject to there being sufficient Distributable Cash available to make such distribution. (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed distributed pursuant to Section 7.04(a6.02(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), then the Company shall use commercially reasonable efforts to Distribute distribute cash in proportion to and to the extent of each Member’s Shortfall Amount, subject to there being sufficient Distributable Cash available to make such distribution. The Company shall use commercially reasonable efforts to Distribute distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the next succeeding Fiscal Year; provided, that if the Company has made Distributions distributions other than pursuant to this Section 7.046.02, the Board may apply such Distributions distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 6.02 for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”), such Excess Amount excess shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.046.02, except to the extent taken into account as an advance pursuant to Section 7.04(d6.02(d). (d) Any Distributions distributions made pursuant to this Section 7.04 6.02 shall be treated for purposes of this Agreement as advances on Distributions distributions pursuant to Section 7.02 6.01 and shall reduce, dollar-for-dollar, the amount otherwise Distributable distributable to such Member pursuant to Section 7.026.01.

Tax Advances. (a) Subject to any restrictions in any of the Company’s and/or any Company Subsidiary’s then applicable debt-financing arrangements, arrangements and subject to the Board’s sole discretion to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligations, at least ten (10) days five Business Days before each date prescribed by the Code for a calendar-year corporation to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distribution, a “Tax Advance”). (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed pursuant to Section 7.04(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), the Company shall use commercially reasonable efforts to Distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the next succeeding Fiscal Year; provided, that if the Company has made Distributions other than pursuant to this Section 7.04, the Board may apply such Distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.04, except to the extent taken into account as an advance pursuant to Section 7.04(d). (d) Any Distributions made pursuant to this Section 7.04 shall be treated for purposes of this Agreement as advances on Distributions pursuant to Section 7.02 7.03 and shall reduce, dollar-for-dollar, the amount otherwise Distributable to such Member pursuant to Section 7.027.03.

Tax Advances. (a) Subject to any restrictions in any of the Company’s and/or any Company Subsidiary’s then applicable debt-financing arrangements, and subject to the Board’s sole discretion to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligationsand set aside as Reserves, at least ten five (105) days before each date prescribed by the Code for a calendar-calendar- year corporation to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distribution, a “Tax Advance”). For the avoidance of doubt, to the extent there is cash available to pay a Tax Advance after the Company’s determination to provide for Reserves, the Company shall make the Tax Advance. (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed pursuant to Section 7.04(a7.03(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), the Company shall use commercially reasonable efforts to Distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the next succeeding Fiscal Year; provided, that if the Company has made Distributions other than pursuant to this Section 7.047.03, the Board may apply such Distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 7.03 for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.047.03, except to the extent taken into account as an advance pursuant to Section 7.04(d7.03(d). (d) Any Distributions made pursuant to this Section 7.04 7.03 shall be treated for purposes of this Agreement as advances on Distributions pursuant to Section 7.02 and shall reduce, dollar-dollar- for-dollar, the amount otherwise Distributable to such Member pursuant to Section 7.02, other than Distributions pursuant to Section 7.02(a).

Tax Advances. (a) Subject to any restrictions in any of the Company’s 's and/or any Company Subsidiary’s 's then applicable debt-financing arrangements, and subject to the Board’s 's sole discretion to retain any other amounts necessary to satisfy the Company’s 's and/or the Company Subsidiaries’ ' obligations, at least ten five (105) days before each date prescribed by the Code for a calendar-year corporation to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute cash to each Member in proportion to and to the extent of such Member’s 's Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distribution, a “Tax Advance”). (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed pursuant to Section 7.04(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s 's Tax Amount for such Fiscal Year (a “Shortfall Amount”), the Company shall use commercially reasonable efforts to Distribute cash in proportion to and to the extent of each Member’s 's Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute Shortfall Amounts with respect to a Fiscal Year before the 75th [75th] day of the next succeeding Fiscal Year; provided, that if the Company has made Distributions other than pursuant to this Section 7.04, the Board may apply such Distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 for any Fiscal Year exceed such Member’s 's Tax Amount (an “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.04, except to the extent taken into account as an advance pursuant to Section 7.04(d). (d) Any Distributions made pursuant to this Section 7.04 shall be treated for purposes of this Agreement as advances on Distributions pursuant to Section 7.02 and shall reduce, dollar-for-dollar, the amount otherwise Distributable to such Member pursuant to Section 7.02.

Tax Advances. xxxxxx.xxx, LLC OPERATING AGREEMENT (a) Subject to Section 5.0l(b) and any restrictions in any of the Company’s and/or any Company Subsidiary’s 's then applicable debt-debt­ financing arrangements, and subject to the Board’s sole discretion Manager's determination to retain any other amounts necessary to satisfy the Company’s and/or 's obligations or to establish and maintain reasonable reserves for the Company Subsidiaries’ obligationsCompany's future operations, at least ten five (105) days before each date prescribed by the Code for a calendar-year corporation entity to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute distribute cash to each Member in proportion to and to the extent of such Member’s 's Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distributiondistribution, a “"Tax Advance”"). (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed distributed pursuant to Section 7.04(a5.02(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s 's Tax Amount for such Fiscal Year (a “"Shortfall Amount”"), then the Company shall use commercially reasonable efforts to Distribute distribute cash in proportion to and to the extent of each ofeach Member’s 's Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the ofthe next succeeding Fiscal Year; provided, that if the ifthe Company has made Distributions distributions other than pursuant to this Section 7.045.02, the Board Manager may apply such Distributions distributions to reduce any Shortfall Amount. (c) If the Ifthe aggregate Tax Advances made to any Member pursuant to this Section 7.04 5.02 for any Fiscal Year exceed such Member’s 's Tax Amount (an “"Excess Amount”"), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.045.02, except to the extent taken into account as an advance pursuant to Section 7.04(d5.02(d). (d) Any Distributions distributions made pursuant to this Section 7.04 5.02 shall be treated for purposes of this ofthis Agreement as advances on Distributions distributions pursuant to Section 7.02 5.01 and shall reduce, dollar-for-for­ dollar, the amount otherwise Distributable distributable to such Member pursuant to Section 7.025.01.

Tax Advances. (a) Subject to any restrictions in any of the Company’s and/or any Company Subsidiary’s then applicable debt-financing arrangements, and subject to the BoardManager’s sole discretion to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligations, at least ten five (105) days before each date prescribed by the Code for a calendar-year corporation to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distribution, a “Tax Advance”). (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed pursuant to Section 7.04(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), the Company shall use commercially reasonable efforts to Distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the next succeeding Fiscal Year; provided, that if the Company has made Distributions other than pursuant to this Section 7.04, the Board Manager may apply such Distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.04, except to the extent taken into account as an advance pursuant to Section 7.04(d). (d) Any Distributions made pursuant to this Section 7.04 shall be treated for purposes of this Agreement as advances on Distributions pursuant to Section 7.02 and shall reduce, dollar-for-dollar, the amount otherwise Distributable to such Member pursuant to Section 7.02.

Tax Advances. (a) Subject to any restrictions in any of the Company’s and/or any Company Subsidiary’s then applicable debt-financing arrangements, and subject to the Board’s sole discretion to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligations, at least ten five (105) days before each date prescribed by the Code for a calendar-year corporation to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distribution, a “Tax Advance”). (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed pursuant to Section 7.04(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), the Company shall use commercially reasonable efforts to Distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the next succeeding Fiscal Year; provided, that if the Company has made Distributions other than pursuant to this Section 7.04, the Board may apply such Distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.04, except to the extent taken into account as an advance pursuant to Section 7.04(d). (d) Any Distributions made pursuant to this Section 7.04 shall be treated for purposes of this Agreement as advances on Distributions pursuant to Section 7.02 and shall reduce, dollar-for-dollar, the amount otherwise Distributable to such Member pursuant to Section 7.02.

Tax Advances. (a) Subject to any restrictions in any of the Company’s and/or any member of the Management Company SubsidiaryGroup’s then applicable debt-financing arrangements, and subject to the BoardManaging Member’s sole discretion to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligations, at least ten five (105) days before each date prescribed by the Code for a calendar-year corporation to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distribution, a “Tax Advance”). (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed pursuant to Section 7.04(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), the Company shall use commercially reasonable efforts to Distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the next succeeding Fiscal Year; provided, that if the Company has made Distributions other than pursuant to this Section 7.04, the Board Managing Member may apply such Distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.04, except to the extent taken into account as an advance pursuant to Section 7.04(d). (d) Any Distributions made pursuant to this Section 7.04 shall be treated for purposes of this Agreement as advances on Distributions pursuant to Section 7.02 and shall reduce, dollar-dollar- for-dollar, the amount otherwise Distributable to such Member pursuant to Section 7.02.

Tax Advances. (a) Subject to any restrictions in any of the Company’s and/or any Company Subsidiary’s then applicable debt-debt- financing arrangements, and subject to the BoardManager’s sole discretion to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligations, at least ten five (105) days before each date prescribed by the Code for a calendar-year corporation to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distribution, a “Tax Advance”). (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed pursuant to Section 7.04(a8.02(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), the Company shall use commercially reasonable efforts to Distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the next succeeding Fiscal Year; provided, that if the Company has made Distributions other than pursuant to this Section 7.04Section, the Board Manager may apply such Distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.04Section, except to the extent taken into account as an advance pursuant to Section 7.04(d8.02(d). (d) Any Distributions made pursuant to this Section 7.04 shall be treated for purposes of this Agreement as advances on Distributions pursuant to Section 7.02 8.01 and shall reduce, dollar-for-dollar, the amount otherwise Distributable to such Member pursuant to Section 7.028.01.

Tax Advances. (a) Subject to Section 6.01(b) and any restrictions in any of the Company’s and/or any Company Subsidiary’s then applicable debt-financing arrangements, and subject to the Board’s sole discretion Majority Member's determination to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligations, at least ten five (105) days before each date prescribed by the Code for a calendar-year corporation entity to pay quarterly installments instalments of estimated taxtax (a "Tax Distribution Date"), the Company shall use commercially reasonable efforts to Distribute distribute cash to each Member in proportion to and to the extent of such Member’s 's Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distributiondistribution, a “"Tax Advance”"). (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed distributed pursuant to Section 7.04(a6.02(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s 's Tax Amount for such Fiscal Year (a “"Shortfall Amount”"), then the Company shall use commercially reasonable efforts to Distribute distribute cash in proportion to and to the extent of each Member’s 's Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the next succeeding Fiscal YearYear (the date of any such distribution, a "Shortfall Amount Distribution Date"); provided, that if the Company has made Distributions distributions other than pursuant to this Section 7.046.02, the Board Members may apply such Distributions distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 6.02 for any Fiscal Year exceed such Member’s 's Tax Amount (an “"Excess Amount”"), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.046.02, except to the extent taken into account as an advance pursuant to Section 7.04(d6.02(d). (d) Any Distributions distributions made pursuant to this Section 7.04 6.02 shall be treated for purposes of this Agreement as advances on Distributions distributions pursuant to Section 7.02 6.01 and shall reduce, dollar-for-dollar, the amount otherwise Distributable distributable to such Member pursuant to Section 7.026.01.

Tax Advances. (a) Subject to Section 6.01(b) and any restrictions in any of the Company’s and/or any Company Subsidiary’s then applicable debt-financing arrangements, and subject to the Board’s sole discretion Member's determination to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligations, at least ten five (105) days before each date prescribed by the Code for a calendar-year corporation entity to pay quarterly installments instalments of estimated taxtax (a "Tax Distribution Date"), the Company shall use commercially reasonable efforts to Distribute distribute cash to each Member in proportion to and to the extent of such Member’s 's Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distributiondistribution, a “"Tax Advance”"). (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed distributed pursuant to Section 7.04(a6.02(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s 's Tax Amount for such Fiscal Year (a “"Shortfall Amount”"), then the Company shall use commercially reasonable efforts to Distribute distribute cash in proportion to and to the extent of each Member’s 's Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the next succeeding Fiscal YearYear (the date of any such distribution, a "Shortfall Amount Distribution Date"); provided, that if the Company has made Distributions distributions other than pursuant to this Section 7.046.02, the Board Members may apply such Distributions distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 6.02 for any Fiscal Year exceed such Member’s 's Tax Amount (an “"Excess Amount”"), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.046.02, except to the extent taken into account as an advance pursuant to Section 7.04(d6.02(d). (d) Any Distributions distributions made pursuant to this Section 7.04 6.02 shall be treated for purposes of this Agreement as advances on Distributions distributions pursuant to Section 7.02 6.01 and shall reduce, dollar-for-dollar, the amount otherwise Distributable distributable to such Member pursuant to Section 7.026.01.

Tax Advances. (a) Subject to Section 6.01(b) and any restrictions in any of the Company’s and/or any Company Subsidiary’s then applicable debt-financing arrangements, and subject to the BoardManager’s sole discretion determination to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligations, at least ten five (105) days before each date prescribed by the Code for a calendar-year corporation entity to pay quarterly installments of estimated taxtax (a “Tax Distribution Date”), the Company shall use commercially reasonable efforts to Distribute distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distributiondistribution, a “Tax Advance”).. SugarRush 5058, LLCOperating AgreementPage 23 of 53 (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed distributed pursuant to Section 7.04(a6.02(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), then the Company shall use commercially reasonable efforts to Distribute distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the next succeeding Fiscal YearYear (the date of any such distribution, a “Shortfall Amount Distribution Date”); provided, that if the Company has made Distributions distributions other than pursuant to this Section 7.046.02, the Board Manager may apply such Distributions distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 6.02 for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.046.02, except to the extent taken into account as an advance pursuant to Section 7.04(d6.02(d). (d) Any Distributions distributions made pursuant to this Section 7.04 6.02 shall be treated for purposes of this Agreement as advances on Distributions distributions pursuant to Section 7.02 6.01 and shall reduce, dollar-for-dollar, the amount otherwise Distributable distributable to such Member pursuant to Section 7.026.01.

Tax Advances. For taxable periods ending prior to the Corporate Election Effective Date: (a) Subject to any restrictions in any of the Company’s and/or any Company Subsidiary’s then applicable debt-financing arrangements, and subject to the Board’s sole discretion to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligations, at least ten five (105) days before each date prescribed by the Code for a calendar-year corporation an individual to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distribution, a “Tax Advance”). (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed pursuant to Section 7.04(a7.03(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), the Company shall use commercially reasonable efforts to Distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the next succeeding Fiscal Year; provided, that if the Company has made Distributions other than pursuant to this Section 7.047.03, the Board may apply such Distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 7.03 for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.047.03, except to the extent taken into account as an advance pursuant to Section 7.04(d)7.03(d) to reduce subsequent Distributions. (d) Any Distributions made pursuant to this Section 7.04 7.03 shall be treated for purposes of this Agreement as advances on Distributions pursuant to Section 7.02 and shall reduce, dollar-for-dollar, the amount otherwise Distributable to such Member pursuant to Section 7.02.

Tax Advances. (a) Subject to any restrictions in any of the Company’s and/or any Company Subsidiary’s then applicable debt-financing arrangements, and subject to the Board’s sole discretion to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligations, at least ten (10) 10 days before each date prescribed by the Code for a calendar-year corporation to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distribution, a “Tax Advance”). (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed pursuant to Section 7.04(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), the Company shall use commercially reasonable efforts to Distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the next succeeding Fiscal Year; provided, that if the Company has made Distributions other than pursuant to this Section 7.04, the Board may apply such Distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.04, except to the extent taken into account as an advance pursuant to Section 7.04(d). (d) Any Distributions made pursuant to this Section 7.04 shall be treated for purposes of this Agreement as advances on Distributions pursuant to Section 7.02 and shall reduce, dollar-for-dollar, the amount otherwise Distributable to such Member pursuant to Section 7.02.

Tax Advances. (a) Subject to any restrictions in any of the Company’s and/or any Company Subsidiary’s then applicable debt-financing arrangements, and subject to the BoardManager’s sole discretion to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ then current obligations, at least ten (10) days 5 Business Days before each date prescribed by the Code for a calendar-year corporation to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distribution, a “Tax Advance”). (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed pursuant to Section 7.04(a7.03(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), the Company shall use commercially reasonable efforts to Distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute Shortfall Amounts with respect to a Fiscal Year before the 75th seventy-fifth (75th) day of the next succeeding Fiscal Year; provided, that if the Company has made Distributions other than pursuant to this Section 7.047.02(c), the Board may apply such Distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 7.02(c) for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.047.02(c), except to the extent taken into account as an advance pursuant to Section 7.04(d7.03(d). (d) Any Distributions made to a Member pursuant to this Section 7.04 7.02(c) shall be treated for purposes of this Agreement as advances on Distributions pursuant to Section 7.02 and shall reduce, dollar-for-dollar, the amount otherwise Distributable to such Member pursuant to Section 7.02.

Tax Advances. (a) Subject to Section 6.01(b) and any restrictions in any of the Company’s and/or any Company Subsidiary’s then then-applicable debt-financing arrangements, and subject to the Board’s sole discretion Managers’ determination to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligations, at least ten five (105) days before each date prescribed by the Code for a calendar-year corporation to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distributiondistribution, a “Tax Advance”). (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed distributed pursuant to Section 7.04(a6.02(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), then the Company shall use commercially reasonable efforts to Distribute distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the next succeeding Fiscal Year; provided, however, that if the Company has made Distributions distributions other than pursuant to this Section 7.046.02, the Board Managers may apply such Distributions distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 6.02 for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.046.02, except to the extent taken into account as an advance pursuant to Section 7.04(d6.02(d). (d) Any Distributions distributions made pursuant to this Section 7.04 6.02 shall be treated for purposes of this Agreement as advances on Distributions distributions pursuant to Section 7.02 6.01 and shall reduce, dollar-dollar- for-dollar, the amount otherwise Distributable distributable to such Member pursuant to Section 7.026.01.

Tax Advances. (a) The Manager shall have control over Distributions which qualify as Tax Advances pursuant to this Section 4.9 as follows: a. Subject to any restrictions in any of the Company’s and/or any Company Subsidiary’s then applicable debt-financing arrangements, or as otherwise restricted by applicable law, and subject to the Board’s sole discretion determination by the Manager to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligationsobligations and to maintain reasonable Reserves, at least ten five (105) days before each date prescribed by in the Code for a calendar-year corporation end entity to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distributiondistribution, a “Tax Advance”). (b) b. If, at any time after the final Quarterly Estimated Tax Amount has been Distributed distributed pursuant to Section 7.04(a4.9(a) with respect to any Fiscal Yearfiscal year, the aggregate Tax Advances to any Member with respect to such Fiscal Year fiscal year are less than such Member’s Tax Amount for such Fiscal Year fiscal year (a “Shortfall Amount”), then the Company shall use commercially reasonable efforts to Distribute distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute distribute Shortfall Amounts with respect to a Fiscal Year fiscal year before the 75th seventy-fifth (75th) day of the next succeeding Fiscal Yearfiscal year; provided, that if the Company has made Distributions other than pursuant to this Section 7.044.9, the Board Manager may apply such Distributions to reduce any Shortfall Amount. (c) c. If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 4.9 for any Fiscal Year fiscal year exceed such Member’s Tax Amount (an “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.044.9, except to the extent taken into account as an advance pursuant to Section 7.04(d4.9(d). (d) d. Any Distributions made pursuant to this Section 7.04 4.9 shall be treated for purposes of this Agreement as advances on Distributions pursuant to Section 7.02 4.1 and shall reduce, dollar-for-dollar, the amount otherwise Distributable distributable to such Member pursuant to Section 7.024.1.

Tax Advances. (a) Subject to any restrictions in any of the Company’s and/or any Company Subsidiary’s then then-applicable debt-debt financing arrangements, and subject to the Board’s sole discretion to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ Subsidiaries1 obligations, at least ten five (105) days before each date prescribed by the Code for a calendar-year corporation individual to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distribution, a “Tax Advance”). (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed pursuant to Section 7.04(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), the Company shall use commercially reasonable efforts to Distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the next succeeding Fiscal Year; provided, that if the Company has made Distributions other than pursuant to this Section 7.04, the Board may apply such Distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”), ) such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.04, except to the extent taken into account as an advance pursuant to Section 7.04(d). (d) Any Distributions made pursuant to this Section 7.04 shall be treated for purposes pm-poses of this Agreement as advances on Distributions pursuant to Section 7.02 and shall reduce, dollar-for-for dollar, the amount otherwise Distributable to such Member pursuant to Section 7.02.

Tax Advances. (a) Subject to any restrictions in any of the Company’s and/or any Company Subsidiary’s then applicable debt-financing arrangements, and subject to the Board’s sole discretion to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligationsUnless prohibited by Applicable Law, at least ten five (105) days Business Days before each date prescribed by the Code for a calendar-year corporation to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distribution, a “Tax Advance”). (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed pursuant to Section 7.04(a7.03(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), the Company shall use commercially reasonable efforts to Distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute Shortfall Amounts with respect to a Fiscal Year before the 75th seventy-fifth (75th) day of the next succeeding Fiscal Year; provided, that if the Company has made Distributions other than pursuant to this Section 7.047.02, the Board may apply such Distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 7.03 for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.047.03, except to the extent taken into account as an advance pursuant to Section 7.04(d7.03(e). (d) For the avoidance of doubt, any Distributions made pursuant to this Section 7.03 shall be made to the Members in each class on a pro rata basis in accordance with the number of Units of such class held by each Member. (e) Any Distributions made pursuant to this Section 7.04 7.03 shall be treated for purposes of this Agreement as advances on Distributions pursuant to Section 7.02 7.02(c) and shall reduce, dollar-for-dollar, the amount otherwise Distributable to such Member pursuant to Section 7.027.02(c).

Tax Advances. (a) Subject to any restrictions in any of the Company’s 's and/or any Company Subsidiary’s 's then applicable debt-financing arrangements, and subject to the Board’s 's sole discretion to retain any other amounts necessary to satisfy the Company’s 's and/or the Company Subsidiaries’ ' obligations, at least ten five (105) days before each date prescribed by the Code for a calendar-year corporation to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute cash to each Member in proportion to and to the extent of such Member’s 's Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distribution, a “"Tax Advance”"). (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed pursuant to Section 7.04(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s 's Tax Amount for such Fiscal Year (a “"Shortfall Amount”"), the Company shall use commercially reasonable efforts to Distribute cash in proportion to and to the extent of each Member’s 's Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the next succeeding Fiscal Year; provided, that if the Company has made Distributions other than pursuant to this Section 7.04, the Board may apply such Distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 for any Fiscal Year exceed such Member’s 's Tax Amount (an “"Excess Amount”"), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.04, except to the extent taken into account as an advance pursuant to Section 7.04(d). (d) Any Distributions made pursuant to this Section 7.04 shall be treated for purposes of this Agreement as advances on Distributions pursuant to Section 7.02 and shall reduce, dollar-for-dollar, the amount otherwise Distributable to such Member pursuant to Section 7.02.

Tax Advances. (a) Subject to Section 7.01(a) and any restrictions in any of the Company’s and/or any Company Subsidiary’s then then-applicable debt-financing arrangements, and subject to the Board’s sole discretion to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligations, at least ten five (105) days before each date prescribed by the Code for a calendar-year corporation to pay quarterly installments of estimated tax, the Company shall use commercially reasonable its best commercial efforts to Distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distribution, a “Tax Advance”). (b) . If, at any time after the final Quarterly Estimated Tax Amount has been Distributed pursuant to this Section 7.04(a7.01(a)(i) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), then the Company shall use commercially reasonable efforts to Distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute Shortfall Amounts with respect to a Fiscal Year before prior to the 75th day expiration of seventy-five (75) days into the next succeeding Fiscal Year; provided, that if the Company has made Distributions other than pursuant to this Section 7.047.0 l(a)(i), the Board may apply such Distributions to reduce any Shortfall Amount. (c) . If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 7.01(a)(i) for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.047.01(a)(i), except to the extent taken into account as an advance pursuant to Section 7.04(d). (d) as set forth in the following sentence. Any Distributions made pursuant to this Section 7.04 7.01(a)(i), shall be treated for purposes of this Agreement as advances on Distributions pursuant to Section 7.02 7.01(a) and shall reduce, dollar-for-dollar, the amount otherwise Distributable to such Member pursuant to Section 7.027.01(a).

Tax Advances. (a) Subject to any restrictions in any of the Company’s and/or any Company Subsidiary’s then applicable debt-financing arrangements, Section 6.01(b) and subject to the Board’s sole discretion Managing Directors’ determination to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligations, at least ten (10) 5 days before each date prescribed by the Code for a calendar-year corporation entity to pay quarterly installments of estimated taxtax (a “Tax Distribution Date”), the Company shall use commercially reasonable efforts to Distribute distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distributiondistribution, a “Tax Advance”). (b) If, at any time after the final Quarterly Estimated Tax Amount has been Distributed distributed pursuant to Section 7.04(a6.02(a) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), then the Company shall use commercially reasonable efforts to Distribute distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute distribute Shortfall Amounts with respect to a Fiscal Year before the 75th day of the next succeeding Fiscal YearYear (the date of any such distribution, a “Shortfall Amount Distribution Date”); provided, that if the Company has made Distributions distributions other than pursuant to this Section 7.046.02, the Board Managing Directors may apply such Distributions distributions to reduce any Shortfall Amount. (c) If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 6.02 for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.046.02, except to the extent taken into account as an advance pursuant to Section 7.04(d6.02(d). (d) Any Distributions distributions made pursuant to this Section 7.04 6.02 shall be treated for purposes of this Agreement as advances on Distributions distributions pursuant to Section 7.02 6.01 and shall reduce, dollar-for-dollar, the amount otherwise Distributable distributable to such Member pursuant to Section 7.026.01.

Tax Advances. (a) The Manager shall have control over Distributions which qualify as Tax Advances pursuant to this Section 4.9 as follows: a. Subject to any restrictions in any of the Company’s and/or any Company Subsidiary’s 's then applicable debt-financing arrangements, or as otherwise restricted by applicable law, and subject to the Board’s sole discretion determination by the Manager to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligations's obligations and to maintain reasonable Reserves, at least ten five (105) days before each date prescribed by in the Code for a calendar-year corporation end entity to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to Distribute distribute cash to each Member in proportion to and to the extent of such Member’s 's Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distributiondistribution, a “("Tax Advance”"). (b) b. If, at any time after the final Quarterly Estimated Tax Amount has been Distributed distributed pursuant to Section 7.04(a4.9(a) with respect to any Fiscal Yearfiscal year, the aggregate Tax Advances to any Member with respect to such Fiscal Year fiscal year are less than such Member’s 's Tax Amount for such Fiscal Year fiscal year (a “"Shortfall Amount”"), then the Company shall use commercially reasonable efforts to Distribute distribute cash in proportion to and to the extent of each Member’s 's Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute distribute Shortfall Amounts with respect to a Fiscal Year fiscal year before the 75th seventy-fifth (75th) day of the next succeeding Fiscal Yearfiscal year; provided, that if the Company has made Distributions other than pursuant to this Section 7.044.9, the Board Manager may apply such Distributions to reduce any Shortfall Amount. (c) c. If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 4.9 for any Fiscal Year fiscal year exceed such Member’s 's Tax Amount (an “"Excess Amount”"), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.044.9, except to the extent taken into account as an advance pursuant to Section 7.04(d4.9(d). (d) . d. Any Distributions made pursuant to this Section 7.04 4.9 shall be treated for purposes of this Agreement as advances on Distributions pursuant to Section 7.02 4.1 and shall reduce, dollar-dollar- for-dollar, the amount otherwise Distributable distributable to such Member pursuant to Section 7.02.4.1. ARTICLE V MANAGEMENT 5.1

Tax Advances. (a) Subject to Section 7.01(a) and any restrictions in any of the Company’s and/or any Company Subsidiary’s then then-applicable debt-financing arrangements, and subject to the Board’s sole discretion to retain any other amounts necessary to satisfy the Company’s and/or the Company Subsidiaries’ obligations, at least ten five (105) days before each date prescribed by the Code for a calendar-year corporation to pay quarterly installments of estimated tax, the Company shall use commercially reasonable its best commercial efforts to Distribute cash to each Member in proportion to and to the extent of such Member’s Quarterly Estimated Tax Amount for the applicable calendar quarter (each such Distribution, a “Tax Advance”). (b) . If, at any time after the final Quarterly Estimated Tax Amount has been Distributed pursuant to this Section 7.04(a7.01(a)(i) with respect to any Fiscal Year, the aggregate Tax Advances to any Member with respect to such Fiscal Year are less than such Member’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), then the Company shall use commercially reasonable efforts to Distribute cash in proportion to and to the extent of each Member’s Shortfall Amount. The Company shall use commercially reasonable efforts to Distribute Shortfall Amounts with respect to a Fiscal Year before prior to the 75th day expiration of seventy-five (75) days into the next succeeding Fiscal Year; provided, that if the Company has made Distributions other than pursuant to this Section 7.047.01(a)(i), the Board may apply such Distributions to reduce any Shortfall Amount. (c) . If the aggregate Tax Advances made to any Member pursuant to this Section 7.04 7.01(a)(i) for any Fiscal Year exceed such Member’s Tax Amount (an “Excess Amount”), such Excess Amount shall reduce subsequent Tax Advances that would be made to such Member pursuant to this Section 7.047.01(a)(i), except to the extent taken into account as an advance as set forth in the following sentence. Except for Tax Advances with respect to allocations of income from the sale of PureCycle Common Stock contributed to the Innventure Business by Innventure1 under Section 5.01(b)(B)) to the extent that such allocations are attributable to built-in gains from such contributed shares pursuant to Code Section 7.04(d704(c) (which shall not be offset from later Distributions). (d) Any , any Distributions made pursuant to this Section 7.04 7.01(a)(i), shall be treated for purposes of this Agreement as advances on Distributions pursuant to Section 7.02 7.01(b) and shall reduce, dollar-for-dollar, the amount otherwise Distributable to such Member pursuant to Section 7.027.01(b).