Common use of Tax Distribution Clause in Contracts

Tax Distribution. (a) Anything in the governing documents of SHLP to the contrary notwithstanding, if the Income Tax Liability of a SHLP Taxpayer with respect to its respective interests in the Company at any time exceeds amounts previously distributed to the SHLP Partners after the Effective Date (excluding any distributions pursuant to (i) Section 4.07(a) and Section 4.07(b)(xi) of the Indenture and (ii) Section 2(b) of this Agreement), the Company shall distribute to the SHLP Partners for further distribution to the SHLP Taxpayers an amount of cash equal to such excess. The Company may distribute such amount after the end of each taxable year, or may make quarterly distributions during such taxable year (subject to adjustment after the end of such taxable year) to reflect estimated tax obligations of the SHLP Taxpayers; provided, however, that such quarterly distributions shall not, when taken together, exceed the amounts to which such SHLP Taxpayer is entitled under the preceding sentence for a particular taxable year. (b) During the taxable year of any Determination of the CCM Proceeding or any other Proceeding in respect of a taxable year prior to the Effective Date, as applicable, the Company shall pay to the SHLP Partners for further distribution to each SHLP Taxpayer an amount of cash equal to the Adjusted Income Tax Liability of each SHLP Taxpayer. (c) All distributions made pursuant to this Section 2 shall be made by the Company not less than five (5) Business Days prior to the date on which any Income Taxes giving rise to such Income Tax Liability or Adjusted Income Tax Liability are due to be paid by the SHLP Taxpayers, and shall include all interest, penalties, and other amounts required to be paid to any Tax Authority on account of such Income Tax Liability or Adjusted Income Tax Liability. (d) All distributions made pursuant to this Section 2 shall reduce on a dollar-for-dollar basis until fully recovered any distribution to which the SHLP Taxpayers are otherwise entitled under the governing documents of the Company.

Tax Distribution. To the extent cash is available, the Members shall be entitled to receive cash distributions for each taxable year in amounts sufficient to enable each Member to discharge any federal, state and local tax liability for such taxable year or, if applicable, prior years (aexcluding penalties and interest) Anything arising as a result of their interest in the governing documents Company, determined by assuming the applicability to each Member of SHLP the highest combined effective marginal federal, state and local income tax rates for any Person actually obligated to report on any tax returns income derived from the Company; the Company shall provide quarterly estimates to each Member of such Member’s tax liability arising as a result of its interest in the Company. To the extent distributions otherwise payable to a Member pursuant to Section 7.1 are insufficient to cover such tax liabilities, the Company shall make cash distributions (the “Tax Distributions”) in amounts that, when added to the contrary notwithstandingcash distributions otherwise payable, if the Income Tax Liability shall equal such tax liability. The amount of a SHLP Taxpayer with respect to its respective interests in the Company at any time exceeds amounts previously distributed to the SHLP Partners after the Effective Date (excluding any distributions pursuant to such tax liability shall be calculated (i) Section 4.07(a) taking into account the deductibility of state and Section 4.07(b)(xi) of the Indenture local income taxes for United States federal income tax purposes, and (ii) taking into account the amount of net cumulative tax loss allocated to such Member in prior fiscal years (but after the date hereof) and not used in prior fiscal years (but after the date hereof) to reduce taxable income for the purpose of making distributions under this Section 2(b) of 7.2 (based on the assumption that taxable income or tax loss from the Company is each Member’s only taxable income or tax loss). Tax Distributions shall be treated as advances against distributions to the Members pursuant to Section 7.1. To the extent this Agreement)Section 7.2 results in distributions other than in the ratio required by Section 7.1, the Company shall distribute to the SHLP Partners for further distribution to the SHLP Taxpayers an amount first distributions of cash equal to such excess. The Company may distribute such amount after the end of each taxable yearnet cash, securities or may make quarterly distributions during such taxable year (subject to adjustment after the end of such taxable year) to reflect estimated tax obligations of the SHLP Taxpayers; provided, however, other property that such quarterly distributions shall not, when taken together, exceed the amounts to which such SHLP Taxpayer is entitled under the preceding sentence for a particular taxable year. (b) During the taxable year of any Determination of the CCM Proceeding or any other Proceeding in respect of a taxable year prior to the Effective Date, as applicable, the Company shall pay to the SHLP Partners for further distribution to each SHLP Taxpayer an amount of cash equal to the Adjusted Income Tax Liability of each SHLP Taxpayer. (c) All distributions are not made pursuant to this Section 2 7.2 shall be made by so as to cause the Company not less than five (5) Business Days prior aggregate distributions pursuant to the date on which any Income Taxes giving rise to such Income Tax Liability or Adjusted Income Tax Liability are due to be paid by the SHLP TaxpayersSection 7.1, and shall include all interest, penalties, and other amounts required to be paid to any Tax Authority on account of such Income Tax Liability or Adjusted Income Tax Liability. (d) All distributions including those made pursuant to this Section 2 shall reduce on a dollar-for-dollar basis until fully recovered any distribution 7.2, to which be, as nearly as possible, in the SHLP Taxpayers are otherwise entitled under the governing documents of the Companyratio required by Section 7.1.