Common use of Tax Distributions Clause in Contracts

Tax Distributions. (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to each Fiscal Year, In addition to the extent foregoing, if the Company has available cash for distribution by General Partner reasonably determines that the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations taxable income of the Company or any of its SubsidiariesPartnership for a Fiscal Year will give rise to taxable income for the Partners (“Net Taxable Income”), the Company shall, General Partner shall cause the Partnership to distribute Distributable Cash in respect of income tax liabilities (the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b). The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance withwith Article V, and to multiplied by the extent of, such Member’s Assumed Tax LiabilityRate (the “Tax Amount”). For purposes of computing the Tax Distributions pursuant to this Amount, the effect of any benefit under Section 4.01(b)(i743(b) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other dateCode will be ignored. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Any Tax Distributions shall be made to all Partners, whether or not they are subject to such applicable United States federal, state and local taxes, pro rata in accordance with their Percentage Interest. (ii) Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year after Year, and no later than one day prior to the allocation due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Company’s actual net taxable income or loss has been determined Tax Amount for such Fiscal Year (the “Amended Tax Amount”), and any shortfall shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a Member received for tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount of such Fiscal Year based on such final accounting (the “Final Tax Amount”) and shall promptly be distributed cause the Partnership to such Member. (ii) To distribute a Tax Distribution, out of Distributable Cash, to the extent a Member otherwise would be entitled to receive that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than its Percentage Interest the Amended Tax Amount in respect of the aggregate relevant Fiscal Year, then the difference (“Additional Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions to made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be paid treated as an amount actually distributed pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable yearthe computations herein.

Tax Distributions. (i) With respect Subject to each Fiscal YearSection 4.04 and Article XI, in addition to the extent foregoing, if the Company has available cash for distribution by General Partner reasonably determines that the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations taxable income of the Company or any of its SubsidiariesPartnership for a Fiscal Year will give rise to taxable income for the Partners (“Net Taxable Income”), the Company shall, General Partner shall cause the Partnership to distribute Distributable Cash in respect of income tax liabilities (the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b). The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance withwith Article V, and to multiplied by the extent of, such Member’s Assumed Tax LiabilityRate (the “Tax Amount”). For purposes of computing the Tax Distributions pursuant to this Amount, the effect of any benefit under Section 4.01(b)(i743(b) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other dateCode will be ignored. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Any Tax Distributions shall be made to all Partners, whether or not they are subject to such applicable United States federal, state and local taxes, pro rata in accordance with their Percentage Interest. (ii) Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year after Year, and no later than one day prior to the allocation due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Company’s actual net taxable income or loss has been determined Tax Amount for such Fiscal Year (the “Amended Tax Amount”), and any shortfall shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a Member received for tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount of such Fiscal Year based on such final accounting (the “Final Tax Amount”) and shall promptly be distributed cause the Partnership to such Member. (ii) To distribute a Tax Distribution, out of Distributable Cash, to the extent a Member otherwise would be entitled to receive that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than its Percentage Interest the Amended Tax Amount in respect of the aggregate relevant Fiscal Year, then the difference (“Additional Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions to made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be paid treated as an amount actually distributed pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable yearthe computations herein.

Tax Distributions. (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager Board of Managers deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its SubsidiariesSubsidiaries and to prevent their insolvency (such limitations, the “Liquidity Limitations”), the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to April 15th, June 15th, September 15th and January December 15th (of the succeeding year) (or such other dates that allow for which individuals or corporations (whichever is earlier) are required to make timely payment of quarterly estimated tax payments for U.S. federal income tax purposespurposes by both individuals and corporations, as determined by the Board of Managers) (each, a “Quarterly Tax Distribution”); provided that, provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the current Fiscal Year through the end of the relevant based on four equal quarterly periodinstallments, which may be adjusted for updated quarterly estimations. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such MemberMember (subject to the Liquidity Limitations). For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Fiscal Year. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member with respect to units held by such Member shall be increased to ensure that all Distributions made on any given date pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient (subject to the Liquidity Limitations) to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. Notwithstanding anything to the contrary contained in this Agreement, (A) the Board of Managers shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions (but in any event pro rata in accordance with the Members’ respective Percentage Interests) to take into account increases or decreases in the number of Units held by each Member during the relevant period, and (B) no Tax Distributions (or downward (but not below zero) or upward adjustment to any Tax Distributions) pursuant to this Section 4.01(b) shall be made other than pro rata in accordance with the Members’ respective Percentage Interests. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions (or any similar provision of state, local and other Law) for which no election is made pursuant to Code Section 6226 thereof and the Treasury Regulations promulgated thereunderthereunder (or any similar provision of state, local and other Law)), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former MembersMembers (subject to the Liquidity Limitations), except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous Prior LLC Agreement) pursuant to Section 4.1(a5.4(f) of the Previous Prior LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect On or about each date (a “Tax Distribution Date”) that is five (5) Business Days prior to each Fiscal Yeardue date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (or, to if earlier, the extent due date for the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations U.S. federal income tax return of the Company or any of its SubsidiariesCorporation, as determined without regard to extensions), the Company shall, shall be required to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) a Distribution to each Member of cash in accordance with, and an amount equal to the extent of, excess of such Member’s Assumed Tax Liability. Tax , if any, for such taxable period over the Distributions previously made to such Member pursuant to this Section 4.01(b)(i4.01(b) shall be estimated by with respect to such taxable period (the Company “Tax Distributions”). Notwithstanding the foregoing, the Manager may, in its discretion, make such Tax Distributions on a quarterly basis andbasis, to the extent feasible, shall and any date on which such Tax Distributions are made will be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making considered a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company Date for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Memberpurposes hereof. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective such Member’s Percentage InterestsInterest. If, on the date of a Tax DistributionDistribution Date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder)Year, or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member (or its predecessor in interest) only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b4.01(a) with respect to the Fiscal Year are less than the Tax Distributions such Member (and its predecessor in interest) otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect Subject to each Fiscal YearSection 4.04, Article XI and Article XII, in addition to the extent foregoing, if the Company has available cash for distribution by General Partner reasonably determines that the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations taxable income of the Company or any of its SubsidiariesPartnership for a Fiscal Year will give rise to taxable income for the Partners (“Net Taxable Income”), the Company shall, General Partner shall cause the Partnership to distribute Distributable Cash in respect of income tax liabilities (the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b). The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance withwith Article V, and to multiplied by the extent of, such Member’s Assumed Tax LiabilityRate (the “Tax Amount”). For purposes of computing the Tax Distributions pursuant to this Amount, the effect of any benefit under Section 4.01(b)(i743(b) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other dateCode will be ignored. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Any Tax Distributions shall be made to all Partners, whether or not they are subject to such applicable United States federal, state and local taxes, pro rata in accordance with their Percentage Interest. (ii) Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner: (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year after Year, and no later than one day prior to the allocation due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Company’s actual net taxable income or loss has been determined Tax Amount for such Fiscal Year (the “Amended Tax Amount”), and any shortfall shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a Member received tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount for such Fiscal Year based on such final accounting (the “Final Tax Amount”) and shall promptly be distributed cause the Partnership to such Member. (ii) To distribute a Tax Distribution, out of Distributable Cash, to the extent a Member otherwise would be entitled to receive that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than its Percentage Interest the Amended Tax Amount in respect of the aggregate relevant Fiscal Year, then the difference (the “Additional Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions to made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be paid treated as an amount actually distributed pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable yearthe computations herein.

Tax Distributions. (i) With To the fullest extent permitted by Law, the Company shall distribute to the Members with respect to each Fiscal Estimated Tax Distribution Period of each Tax Year, no later than five (5) days prior to the extent Estimated Tax Distribution Date that corresponds to such Estimated Tax Distribution Period, an amount of cash equal to the Estimated Tax Distribution Amount with respect to such Estimated Tax Distribution Period; provided that if a Member’s Annual Tax Distribution Amount for a Tax Year exceeds the total of the Estimated Tax Distribution Amounts for such Member with respect to all Estimated Tax Distribution Periods of such Tax Year, the Company shall, within 20 days after providing Schedules K-1 to the Members pursuant to Section 7.04(b)(ii) (and in no event later than five (5) days prior to the unextended due date for any Member’s U.S. federal income tax return), distribute to such Member an amount of cash equal to such excess. (ii) If a Member has a Tax Distribution Deficit in respect of any Estimated Tax Distribution Period or any Tax Year, then promptly upon receipt by the Company from such Member of such documentation or other information as the Board determines in its reasonable discretion is sufficient to demonstrate the existence and amount of such Tax Distribution Deficit, the Company shall distribute to such Member an amount of cash such that, after giving effect to such distribution, such Member’s Tax Distribution Deficit is reduced to zero. (iii) No later than ten (10) Business Days following an Adjustment Event, the Company shall distribute to each Member such Member’s Adjustment Tax Distribution Amount in respect of such Adjustment Event; provided, that if such Adjustment Event occurs after a Qualified MCK Exit, the amount distributed to each of Echo, on the one hand, and to the MCK Members and their Permitted Transferees as a group, on the other hand, pursuant to this Section 8.02(a)(iii) shall be at least equal to Echo’s, or the MCK Members’ and their Permitted Transferees’, on the other hand, Correlative Adjustment Amount for such Adjustment Event. (iv) No later than ten (10) Business Days following each of (A) the date on which the Company files its original IRS Form 1065 for any Tax Year and (B) the extended due date for Echo’s U.S. federal income tax return for such Tax Year, the Company shall make a distribution to the Members, pro rata to the Members’ respective Pro Rata Tax Distribution Amounts. Such distribution shall not exceed the lesser of (x) the amount of cash available cash for distribution by the Company under (as determined by the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable Board in its sole reasonable discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penaltiesreasonably foreseeable obligations of the Company under Section 8.02(a)(i). Any shortfall in ) (“Available Cash”) and (y) the amount of needed to distribute to each Member such Member’s Pro Rata Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b)Distribution Amount. (v) Notwithstanding Immediately following any distribution under Section 8.02(a)(iii), the foregoing and anything Company shall make a distribution to the contrary Members, pro rata to the Members’ respective Adjustment Pro Rata Tax Distribution Amounts in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) respect of the Previous LLC AgreementAdjustment Event to which the distribution under Section 8.02(a)(iii) related. Such distribution shall not exceed the lesser of (x) the amount of Available Cash and (y) the amount needed to distribute to each Member such Member’s Adjustment Pro Rata Tax Distribution Amount. (vi) For If the avoidance of doubtCompany does not have sufficient Available Cash (as determined by the Board in its reasonable discretion) to make the distributions described in Section 8.02(a)(i), Tax Distributions Section 8.02(a)(ii) or Section 8.02(a)(iii) to all Members entitled to distributions thereunder, such distributions shall be treated for made first to Echo until Echo has received the full amount of distributions to which it is entitled thereunder, and then to all purposes other Members pro rata to the amounts of this Agreement as distributions to which they are entitled thereunder. (vii) If the Company fails to distribute an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions amount to which a Member is entitled pursuant under this Section 8.02(a) due to the Available Cash limitations in Section 4.01(a8.02(a)(iv), Section 8.02(a)(v) or Section 8.02(a)(vi), the amount not so distributed shall be added to the Tax Distribution Arrearage for such Member, without duplication of amounts previously added to the Tax Distribution Arrearage for such Member. (viiviii) Notwithstanding anything herein to A Member’s Tax Distribution Arrearage shall be compounded semiannually at the contrary, Tax Distribution Arrearage Return Rate. (ix) As and to the extent two or more that the Company has Available Cash (as determined by the Board in its reasonable discretion), until all Members’ Tax Distribution Arrearages are reduced to zero, the Company shall distribute such amount of cash to the Members are included in pro rata to their respective Tax Distribution Arrearages, and each Member’s Tax Distribution Arrearage shall be reduced by the same “affiliated group” (within amount so distributed to such Member; provided that upon the meaning occurrence of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return Conversion Event with respect to one or more Units held by a given taxable yearMember or one of its Permitted Transferees, unless such Members Person waives the application of this proviso in respect of such Conversion Event by delivering notice of such waiver to the Company in writing prior to the occurrence of such Conversion Event, (x) the Company shall issue to such Person a number of new Units equal to the Conversion Number for such Conversion Event and (y) upon such issuance, the Tax Distribution Arrearage for such Person shall be aggregated and treated as a single Member reduced by the Conversion Amount for purposes of this Section 4.01(b) with respect to such taxable yearConversion Event.

Tax Distributions. (i) With respect to each Fiscal Taxable Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Lawit has Distributable Cash, make cash distributions (“Tax Distributions”) to each Member in accordance with, with this Section 4.01(b) and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to April 15th, June 15th, September 15th and January December 15th (of the succeeding year) (or such other dates for which corporations or individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”), ; provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other datedate as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Taxable Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Year. For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything to the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant taxable period or portion thereof; provided that any such equitable adjustments are made in a manner that results in Tax Distributions being made pro rata in proportion to the Members’ respective Percentage Interests for any relevant taxable period or portion thereof. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to the last sentence of this Section 4.01(b)(ii) in respect of a shortfall, pursuant to the last sentence of Section 4.01(b)(iii) in respect of a shortfall, or pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) Interests at the time of such shortfalls as soon as sufficient funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority Governmental Entity that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax returnreturn or administrative adjustment request, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members in accordance with the applicable Members’ and former Members’ Percentage Interests at the time of such shortfalls, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Taxable Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Taxable Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to a final accounting for distributions under Section 4.1(a) of the Previous Original LLC Agreement. Agreement in respect of the taxable income of the Company for the Taxable Years (vior portions thereof) of the Company that end on or prior to the Effective Date shall be made by the Company following the closing date of the IPO and, based on such final accounting, the Company shall make a distribution to the Pre-IPO Members (or in the case of any Pre-IPO Member that no longer exists, the successor of such Pre-IPO Member) to the extent of the excess of the amount of distributions the Pre-IPO Members would have been entitled to receive pursuant to such subsections (without regard to the amendment and restatement of such Original LLC Agreement as of the Effective Date) over the amount of distributions the Pre-IPO Members received prior to the Effective Date under Section 4.1(a) of the Original LLC Agreement with respect to taxable income of the Company for such portion of such Taxable Year that will be allocated to the Pre-IPO Members (determined pursuant to Section 706 of the Code). For the avoidance of doubt, Tax Distributions shall the amount of distributions to be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member made pursuant to this Agreement, including any distributions to which a Member is entitled Section 4.01(b)(v) shall be calculated pursuant to the methodology set forth in Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(14.1(a) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable yearOriginal LLC Agreement.

Tax Distributions. Without limiting the foregoing, except to the extent otherwise provided under Section 7.5, if the General Partner reasonably determines that the taxable income of the Partnership for any Fiscal Year will give rise to taxable income for the Partners (i“Net Taxable Income”), the General Partner shall to the extent of Net Cash Flow, first cause the Partnership to distribute Net Cash Flow for purposes of allowing Partners (and their constituents) With to fund their (or their members’) respective income tax liabilities deemed to be attributable for purposes of this Agreement to their (or their members’) respective shares of Net Taxable Income (the “Tax Distributions”). The Tax Distributions payable to each such Partner with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the Net Taxable Income allocable to such Partner in accordance with the terms hereof, multiplied by the Assumed Tax Rate (the “Tax Amount”). For purposes of computing the Tax Amount, the effect of any benefit to a Partner under Section 743(b) of the Code or other special allocations of income or deductions shall be ignored. Tax Distributions shall only be effected through distributions with respect to Partnership Interests, and shall only be made to Partners. Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date (without giving effect to any extensions) for the payment by corporations of estimated taxes under the Code in the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for such Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for such Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for such Fiscal Year. Following each Fiscal Year, and no later than one day prior to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject due date (without giving effect to any applicable agreement to which extensions) for the Company or any payment by corporations of its Subsidiaries is a party governing income taxes for such Fiscal Year, the terms General Partner shall make an amended calculation of third party indebtedness the Tax Amount for borrowed moneysuch Fiscal Year (the “Amended Tax Amount”), and subject shall cause the Partnership to the retention and establishment distribute a Tax Distribution, out of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shallNet Cash Flow, to the extent permitted by applicable Law, make cash distributions (“that the Amended Tax Distributions”) to each Member in accordance with, and to Amount so calculated exceeds the extent of, such Member’s Assumed Tax Liability. cumulative Tax Distributions pursuant to this Section 4.01(b)(ipreviously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “Credit Amount”) shall be estimated by the Company on a quarterly basis andapplied against, to the extent feasibleand shall reduce, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions made to the Partners for subsequent Fiscal Years. Within thirty (30) days following the date on which the Partnership files its U.S. federal income tax return for a Member received Fiscal Year, the General Partner shall make a final calculation of the Tax Amount for such Fiscal Year based on such final accounting (the “Final Tax Amount”) and shall promptly be distributed cause the Partnership to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of distribute a Tax Distribution, there are insufficient funds on hand to distribute out of Net Cash Flow, to the Members extent that the full amount Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the Tax Distributions to which such Members are otherwise entitledrelevant Fiscal Year, Distributions pursuant to this Section 4.01(bthen the difference (“Additional Credit Amount”) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests applied against, and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit byreduce, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, made to the extent Distributions were made to such Members Partners for subsequent Fiscal Years. Any Credit Amount and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Additional Credit Amount applied against future Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member amount actually distributed pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member 6.2 for purposes of this Section 4.01(b) with respect to such taxable yearthe computations described herein.

Tax Distributions. (i) With respect to On or about each Fiscal Year, date that is five (5) Business Days prior to the extent due date for each quarterly estimated federal income tax payment for an individual calendar year taxpayer (or, if earlier, the Company has available cash due date for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is quarterly estimated federal income tax payment for a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiariescorporate calendar year taxpayer), the Company shall, shall be required to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) a Distribution to each Member of cash in accordance withan amount equal to such Member’s Estimated Assumed Tax Liability for the quarter to which such due date relates (each, and a “Estimated Assumed Tax Liability Distribution”). On or about each date (a “Tax Distribution Date”) that is five (5) Business Days prior to each due date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (or, if earlier, the due date for the U.S. federal income tax return of the Corporation, as determined without regard to extensions), the Company shall be required to make a Distribution to each Member of cash in an amount equal to the extent of, excess of such Member’s Assumed Tax Liability. , if any, for such taxable period over the Distributions (including Estimated Assumed Tax Liability Distributions described herein) previously made to such Member pursuant to this Section 4.01(b)(i4.01(b) shall be estimated by with respect to such taxable period (the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax DistributionDistributions”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective such Member’s Percentage InterestsInterest. If, on the date of a Tax DistributionDistribution Date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder)taxable year, or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years taxable years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years taxable years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b4.01(a) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing Any and anything all distributions to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any a Member pursuant to this AgreementSection 4.01(b) shall be treated as advances of, including and therefore shall reduce (without duplication) dollar for dollar, any future distributions to which a such Member is entitled pursuant to Section 4.01(a)) or Article XIV. (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to On or about each Fiscal Year, date that is five (5) Business Days prior to the extent due date for the Company has available cash for distribution by the Company under the Delaware Act and subject U.S. federal income tax return of an individual calendar year taxpayer (without regard to any applicable agreement to which the Company or any of its Subsidiaries is extensions) (a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries“Tax Distribution Date”), the Company shall, to the extent permitted of Distributable Cash as determined by applicable Lawthe Manager in its sole discretion, be required to make cash distributions (“Tax Distributions”) a Distribution to each Member of cash in accordance with, and an amount equal to the extent of, excess of such Member’s Assumed Tax Liability. Tax , if any, for such immediately preceding Fiscal Year over the Distributions previously made to such Member pursuant to this Section 4.01(b)(i4.01(b) with respect to such Fiscal Year (the “Tax Distributions”). Notwithstanding the foregoing, (i) the Manager may, in its sole discretion exercised in good faith and in lieu of such annual Tax Distributions described in the preceding sentence, make Distributions in cash to each Member on or before such dates on which estimated taxes are required to be paid with respect to a fiscal quarter (the amount of any such Distribution to be calculated by reference to the Assumed Tax Liability of a Member for any such fiscal quarter and reduced by any Distributions previously made to such member during such fiscal quarter); (ii) with respect to the Class B Unitholders the Tax Distributions shall be estimated by mandatory in all events unless such Tax Distribution would violate applicable Law, regardless of Distributable Cash, and not subject to the Company on a quarterly basis and, discretion of the Manager or any other person (and to the extent feasiblethat such Tax Distribution does violate applicable Law, shall be distributed the parties will determine in good faith if there is a commercially reasonable manner to the Members make such Distribution not in violation of applicable Law); and (iii) if on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th Tax Distribution Date a person who was previously a Member is no longer a Member (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax DistributionFormer Member”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after to such Former Member on the allocation of Tax Distribution Date to the Company’s actual net extent such Former Member is allocated taxable income by the Company with respect to a prior taxable period (or loss portion thereof) for which such Former Member has been determined and any shortfall in the amount of not previously received a Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such MemberDistribution. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective such Member’s Percentage InterestsInterest. If, on the date of a Tax DistributionDistribution Date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members only to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as the Manager determines in its sole discretion that funds have become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. For the avoidance of doubt, nothing in this Agreement, including but not limited to this paragraph (ii), shall limit the Class B Unitholder’s annual right to its Tax Distributions in every year, irrespective of Distributable Cash or the discretion of the Manager or any other person but only to the extent such Tax Distributions would not violate applicable Law (and to the extent that such Tax Distribution does violate applicable Law, the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law). (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder)Year, or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability shall, to the extent of Distributable Cash available therefor as determined by the Manager in its sole discretion, promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. . For the avoidance of doubt, nothing in this Agreement, including but not limited to this paragraph (iv) iii), shall limit the Class B Unitholder’s annual right to its Tax Distributions in every year, irrespective of Distributable Cash or the discretion of the Manager or any other person but only to the extent such Tax Distributions would not violate applicable Law (and to the extent that such Tax Distribution does violate applicable Law, the parties will determine in good faith if there is a commercially reasonable manner to make such Distribution not in violation of applicable Law). Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member (or its predecessor in interest) only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b4.01(a) with respect to the Fiscal Year are less than the Tax Distributions such Member (and its predecessor in interest) otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (viv) Notwithstanding the foregoing and anything to the contrary This Section 4.01(b) may not be amended in this Agreement, following the Effective Date, no Member shall have any further right a manner that would result in an adverse effect to any Tax Distributions (as defined in the Previous LLC Agreement) Member or Former Member who is or would be entitled to a distribution pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect without the consent of the majority of such Members and Former Members who are entitled to such taxable yeardistributions (such consent shall not be unreasonably withheld, conditioned, or delayed).

Tax Distributions. (i) With respect On or about each date (a “Tax Distribution Date”) that is five (5) Business Days prior to (i) each Fiscal Yeardate on which estimated U.S. federal income tax payments are required to be made by calendar year individual taxpayers (or, if earlier, the date on which estimated U.S. federal income tax payments are required for Holdings) and (ii) each due date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (or, if earlier, the extent due date for the Company has available cash for distribution by the Company under the Delaware Act and subject U.S. federal income tax return of Holdings, as determined without regard to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiariesextensions), the Company shall, shall be required to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) a Distribution to each Member of cash in accordance with, and an amount equal to the extent of, such Member’s Assumed Tax Liability. , if any, for such taxable period (the “Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax DistributionDistributions”), provided, that the foregoing shall not restrict the Company from making a . The calculation of Assumed Tax Distribution on any other date. Quarterly Tax Distributions Liability shall take into account the estimated taxable income or loss carryforward of prior losses and the Company for the Fiscal Year through the end character of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions tax items allocated to a Member received for such Fiscal Year based on such final accounting (e.g., capital or ordinary) and shall promptly be distributed treat each Distribution made pursuant to such Memberthis Section 4.1(b) as a payment of taxes or estimated taxes. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)4.1(b) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b4.1(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax DistributionDistribution Date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b4.1(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder)taxable year, or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years taxable years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a4.1(a) and this Section 4.01(b4.1(b) in the relevant Taxable Years taxable years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)4.1(b), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b4.1(a) with respect to during the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to during such Fiscal Year pursuant to this Section 4.01(b4.1(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to each Fiscal Year, to To the extent funds of the Company has are legally available cash for distribution by the Company and such distribution would not be prohibited under the Delaware Act and subject to any applicable credit facility or any other agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed moneyparty, and subject to the retention and establishment of reservesin each case, or payment to third parties, of such funds as the Manager deems necessary or desirable determined by Vivid Seats in its sole reasonable discretion (the “Tax Distribution Conditions”), with respect to the reasonable needs and obligations of the Company each Fiscal Quarter (or any of its Subsidiariesportion thereof), the Company shallshall distribute to each Unitholder, to the extent permitted by applicable Law, make an amount of cash distributions (each a “Tax DistributionsDistribution”) that is at least equal to each Member in accordance with, and to the extent of, such MemberUnitholder’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) Liability for such Fiscal Quarter (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”portion thereof), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for All Tax Distributions shall be made for each Fiscal Year after pro rata on a per-Common Unit basis in an amount such that the allocation of Unitholder with the Company’s actual net taxable income or loss has been determined and any shortfall in the highest Assumed Tax Liability per Common Unit receives an amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed equal to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any MemberUnitholder’s Assumed Tax Liability for any Taxable Year beginning Liability, on or after January 1, 2021 a quarterly basis at least five (other than an audit conducted pursuant 5) days prior to the Revised Partnership Audit Provisions for date on which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended any estimated tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) payments are due with respect to the relevant Fiscal Year are less than Quarter, in order to permit each Unitholder (or the Tax Distributions such Member otherwise would have been entitled beneficial owners of any Unitholder) to receive with respect timely pay its estimated tax obligations for the applicable Fiscal Quarter (or portion thereof). The Board shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any each Unitholder’s Tax Distributions (as defined but in any event pro rata in proportion to each Unitholder’s respective number of Common Units) to take into account increases or decreases in the Previous LLC Agreement) pursuant to Section 4.1(a) number of Common Units held by each Unitholder during the Previous LLC Agreement. (vi) For the avoidance of doubt, relevant period. All Tax Distributions shall be treated for all purposes of under this Agreement as an entitlement separate from advances against, and in addition shall offset and reduce dollar-for-dollar, subsequent Distributions under Section 4.1(b) or Section 11.2. In determining the amount of any Tax Distributions, (i) the Assumed Tax Liability of Vivid Seats shall be increased if, and solely to the extent, necessary to allow Vivid Seats to satisfy its own tax obligations for the applicable Fiscal Quarter or portion thereof and payments currently due and owing under the Tax Receivable Agreement, taking into account any Distributions previously made to Vivid Seats under this Agreement and (ii) the Assumed Tax Liability of TopCo shall be increased if, and solely to the extent, necessary to allow TopCo to make payments to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members its members that are included allocated taxable income in respect of their indirect interests in the same “affiliated group” (within the meaning of Section 1504(a)(1) Company attributable to an applicable Fiscal Quarter, without regard to whether taxable income of the Code) that files a consolidated U.S. federal income tax return with respect Company is allocated to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) TopCo with respect to such taxable yearFiscal Quarter.

Tax Distributions. (i) With respect to each Fiscal Year, In addition to the extent foregoing, if the Company has available cash for distribution by General Partner reasonably determines that the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations taxable income of the Company or any of its SubsidiariesPartnership for a Fiscal Year will give rise to taxable income for the Partners (“Net Taxable Income”), the Company shall, General Partner shall cause the Partnership to distribute Distributable Cash in respect of income tax liabilities (the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(c). The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance withwith Article V, multiplied by the Assumed Tax Rate (the “Tax Amount”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored. Any Tax distributions shall be made to all Partners, whether or not they are subject to such applicable U.S. federal, state and local taxes, pro rata in accordance with their Participation Percentages. (ii) Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the extent ofdue date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Member’s Assumed Fiscal Year (the “Amended Tax Liability. Amount”), and shall cause the Partnership to distribute a Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis andDistribution, out of Distributable Cash, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict Amended Tax Amount so calculated exceeds the Company from making a Tax Distribution on any other date. Quarterly cumulative Tax Distributions shall take into account previously made by the estimated taxable income or loss Partnership in respect of such Fiscal Year. If the Company for Amended Tax Amount is less than the Fiscal Year through cumulative Tax Distributions previously made by the end Partnership in respect of the relevant quarterly period. A final accounting for Tax Distributions Fiscal Year, then the difference (the “Credit Amount”) shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined applied against, and any shortfall in shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a Member received for tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount of such Fiscal Year based on such final accounting (the “Final Tax Amount”) and shall promptly be distributed cause the Partnership to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of distribute a Tax Distribution, there are insufficient funds on hand to distribute out of Distributable Cash, to the Members extent that the full amount Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the Tax Distributions to which such Members are otherwise entitledrelevant Fiscal Year, Distributions pursuant to this Section 4.01(bthen the difference (“Additional Credit Amount”) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests applied against, and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit byreduce, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members made for subsequent Fiscal Years. Any Credit Amount and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Additional Credit Amount applied against future Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member amount actually distributed pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii4.01(c) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable yearthe computations herein.

Tax Distributions. The Board shall determine in its sole discretion if distributions pursuant to this Section 3.1 shall be made quarterly or annually. Within fifteen (i15) With respect to days following the end of each Fiscal YearTax Estimation Period (in the event of quarterly distributions) and ninety (90) days following the end of each Tax Estimated Period (in the event of annual distributions), to the extent the Company has of available cash for distribution (as determined by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its SubsidiariesBoard), the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) LLC shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed distribute to the Members on a quarterly basis on or prior cash in an amount equal to April 15th(A) the excess, June 15thif any, September 15th and January 15th of (of i) the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year LLC’s Cumulative Adjusted Taxable Income computed through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall Estimation Period in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. question over (ii) To the extent a Member otherwise would LLC’s Cumulative Adjusted Taxable Income computed from the Effective Date through the end of the immediately preceding Tax Estimation Period (but in no event shall the amount described in this clause (ii) be entitled to receive less than its Percentage Interest the greater of zero or the LLC’s greatest amount of positive Cumulative Adjusted Taxable Income as of the aggregate end of any preceding Tax Distributions Estimation Period) (the excess of (i) over (ii) referred to be paid as, the “Current Net Positive Allocable Income”), multiplied by (B) forty percent (40%). Additionally, in the event that based on the LLC’s tax returns the Board determines that the LLC’s Cumulative Adjusted Taxable Income computed through the end of any calendar year is more than the amount used for purposes of computing the amount distributable pursuant to the previous sentence, the LLC shall distribute to the Members within ninety (90) days after the end of that calendar year an amount equal to (i) such excess multiplied by (ii) forty percent (40%) for the last Tax Estimation Period during that calendar year (the “True-Up Tax Distribution”). Tax distributions pursuant to this Section 4.01(b) (other than any distributions made pursuant 3.1 with respect to Section 4.01(b)(v)) on any given date, the each Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) Estimation Period shall be made to the Members in proportion to the extent Current Net Positive Allocable Income in such Tax Estimation Period that is allocable to them based on their entitlement to distributions pursuant to Section 3.2(b). In the event that the LLC fails to make tax distributions in the amounts required by this Section 3.1, the LLC shall accrue on its books the amount of available funds in accordance with their Percentage Interests any unpaid tax distributions owed to the Members and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) pay such accrued amounts as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitledpracticable thereafter. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect Notwithstanding anything to the contrary in Section 4.4(a)(i), the Manager shall distribute Distributable Cash to each Fiscal Year, Member in an amount sufficient to pay the federal and state income tax on the taxable income allocated to such Member pursuant to this Agreement in order to provide cash to the extent Members to pay taxes on the Company has available cash for distribution by the Company under the Delaware Act taxable income so allocated and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions not yet distributed (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability). Tax Distributions pursuant may be made at least annually so as to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to enable the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th satisfy their annual federal and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated state tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), payment obligations; provided, however, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after only to the allocation of the Companyextent that cumulative Distributions under Section 4.4(a)(i) are less than such Member’s actual net taxable income or loss has been determined and any shortfall in the Tax Liability (as defined below). Any amount of Tax Distributions distributed to a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b4.4(a)(ii) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax treated as an advance against other Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) Member is entitled and shall be made to credited against and subtracted from the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax other Distributions to which such Members are otherwise Member is entitled. (iii) In , which subtraction shall be from the event of next Distribution to which such Member is entitled and, if any audit bycreditable amount remains thereafter, or similar event with, from the next immediate Distribution until fully credited. Any amount credited to a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted Distribution pursuant to the Revised Partnership Audit Provisions foregoing sentence shall be deemed distributed for purposes of the Distribution against which no election it is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each credited. The amount of any such Member’s Assumed “Tax Liability with respect to such year Liability” shall be recalculated by giving effect to such event calculated (for the avoidance of doubt, A) taking into account interest the character of the cumulative Company net taxable income allocated to such Member, (B) taking into account the deductibility (to the extent allowed) of state and local income taxes for United States federal income tax purposes and (C) deducting from such income or penalties). Any shortfall in gain the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed net cumulative tax loss previously allocated to such Members Member in prior fiscal years and the successors of such former Members, except, for the avoidance of doubt, not used in prior fiscal years to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, reduce taxable income. The calculation shall be made on the assumptions that (1) taxable income or tax loss from the Company is the only taxable income or tax loss of the Member (and the direct or indirect equity holders of such Member), and (2) except as provided in clause (A) of this definition, the Member is subject to tax at a Member only rate equivalent to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing maximum marginal combined federal and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined state income tax rate for an individual residing in the Previous LLC Agreement) pursuant to Section 4.1(a) state of the Previous LLC Agreementsuch Member’s primary residence. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its SubsidiariesSubsidiaries and to prevent their insolvency (such limitations, the “Liquidity Limitations”), the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to April 15th, June 15th, September 15th and January December 15th (of the succeeding year) (or such other dates that allow for which individuals or corporations (whichever is earlier) are required to make timely payment of quarterly estimated tax payments for U.S. federal income tax purposespurposes by both individuals and corporations, as determined by the Manager) (each, a “Quarterly Tax Distribution”); provided that, provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the current Fiscal Year through the end of the relevant based on four equal quarterly periodinstallments, which may be adjusted for updated quarterly estimations. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such MemberMember (subject to the Liquidity Limitations). For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Fiscal Year. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made on any given date pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient (subject to the Liquidity Limitations) to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. Notwithstanding anything to the contrary contained in this Agreement, (A) the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions (but in any event pro rata in accordance with the Members’ respective Percentage Interests) to take into account increases or decreases in the number of Units held by each Member during the relevant period, and (B) no Tax Distributions (or downward (but not below zero) or upward adjustment to any Tax Distributions) pursuant to this Section 4.01(b) shall be made other than pro rata in accordance with the Members’ respective Percentage Interests. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions (or any similar provision of state, local and other Law) for which no election is made pursuant to Code Section 6226 thereof and the Treasury Regulations promulgated thereunderthereunder (or any similar provision of state, local and other Law)), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former MembersMembers (subject to the Liquidity Limitations), except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous Prior LLC Agreement) pursuant to Section 4.1(a5.4(f) of the Previous Prior LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect On or about each date (a “Tax Distribution Date”) that is five (5) Business Days prior to each Fiscal Yeardue date for the U.S. federal income tax return of a corporate calendar year taxpayer (without regard to extensions) (or, if earlier, the due date for the U.S. federal income tax return of the Corporation, as determined without regard to extensions), the Company shall make a Distribution to each Member out of Distributable Cash, pro rata, in accordance with each Member’s Percentage Interest, in an amount sufficient to cause the Corporation to receive a Distribution equal to the extent sum of (x) all of the Company has available cash for distribution by Corporation’s U.S. federal, state, local and non-U.S. tax liabilities and (y) the Company under amount necessary to satisfy the Delaware Act and subject Corporation’s obligations pursuant to any applicable agreement the Tax Receivable Agreement, in each case, during the Taxable Year period to which the Company or any of its Subsidiaries is a party governing tax-related distribution under this Section 4.01(b) relates (the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”). (ii) to each If a Member in accordance with, and to (other than the extent of, such Member’s Corporation) has an Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making Liability at a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss Date in excess of the Company for the Fiscal Year through the end sum of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed made to such Member under Section 4.01(b)(i) with respect to the relevant Taxable Year (such excess, a “Tax Distribution Shortfall”), the Company shall make an additional Distribution to each Member (including the Corporation) out of Distributable Cash, pro rata, in accordance with each Member’s Percentage Interest, in an amount sufficient to cause any Member with a Tax Distribution Shortfall to receive an amount equal to such Tax Distribution Shortfall. (iiiii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax DistributionDistribution Date, there are is insufficient funds on hand Distributable Cash to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions entitled pursuant to this Section 4.01(b4.01(b)(i) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and Section 4.01(b)(ii), the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interestspursuant to Section 4.01(b)(i) and Section 4.01(b)(ii) as soon as funds become Distributable Cash becomes available sufficient to pay the remaining portion of the Tax such Distributions to which such Members are otherwise entitled. (iiiiv) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Memberthe Corporation’s Assumed Tax Liability U.S. federal, state, local and non-U.S. tax liabilities for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder)Year, or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any any shortfall in the amount of Tax Distributions received by the Corporation and the other Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability tax liability promptly shall be distributed to the Corporation and such Members in accordance with Section 4.01(b)(i) and the successors of such former MembersSection 4.01(b)(ii), except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a4.01(b)(i) and this Section 4.01(b4.01(b)(ii) in the relevant Taxable Years sufficient to cover such shortfall. (ivv) Notwithstanding the foregoing, Tax all Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal relevant Taxable Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Taxable Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Fiscal Year. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous Initial LLC Agreement) pursuant to Section 4.1(a) 5.2 of the Previous Initial LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect On or about each date (a “Tax Distribution Date”) that is five (5) Business Days prior to each Fiscal Yeardue date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (or, if earlier, the due date for the U.S. federal income tax return of PC Corp, as determined without regard to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiariesextensions), the Company shall, to the extent permitted of Distributable Cash as determined by applicable Lawthe Manager in its sole discretion, be required to make cash distributions (“Tax Distributions”) a Distribution to each Member of cash in accordance with, and an amount equal to the extent of, excess of such Member’s Assumed Tax Liability. Tax , if any, for such taxable period over the Distributions previously made to such Member pursuant to this Section 4.01(b)(i4.01(b) shall be estimated by with respect to such taxable period (the Company “Tax Distributions”). Notwithstanding the foregoing, the Manager may, in its discretion, make such Tax Distributions on a quarterly basis andbasis, to the extent feasible, shall and any date on which such Tax Distributions are made will be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making considered a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company Date for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Memberpurposes hereof. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective such Member’s Percentage InterestsInterest. If, on the date of a Tax DistributionDistribution Date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members only to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as the Manager determines in its sole discretion that funds have become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder)Year, or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability shall, to the extent of Distributable Cash available therefor as determined by the Manager in its sole discretion, promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member (or its predecessor in interest) only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b4.01(a) with respect to the Fiscal Year are less than the Tax Distributions such Member (and its predecessor in interest) otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to On or before April 15th of each Fiscal Year, to the extent of any available cash, the Company has available cash for distribution by shall distribute to each Member with respect to each Fiscal Year of the Company under an amount of cash equal to the Delaware Act product of (a) the excess (if any) of the total amount of taxable income and subject gain of the Company over the total amount of losses, deductions (and credits, properly adjusted to equal the equivalent of a deduction) the Company allocated to the Member for such Fiscal Year for federal income tax purposes (as will be reflected on such Members’ Schedule K-1 to the Company’s IRS Form 1065) and taxable income and gain otherwise attributable to the Company and (b) the highest aggregate applicable federal and state individual or corporate marginal tax rate applicable to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion Member with respect to the reasonable needs type of income being taxed (adjusted for the deductibility of state and obligations of the Company or any of its Subsidiarieslocal taxes) (i.e., the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) same rate shall be applied to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability). Tax Distributions pursuant to this Section 4.01(b)(i) 5.4 shall be estimated by made periodically during a Fiscal Year to correspond (i) with the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (timing of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly any estimated tax payments for to the U.S. federal income tax purposesInternal Revenue Service (or other taxing authority) (each, a “Quarterly Tax Distribution”), provided, that required of the foregoing shall not restrict Members based on the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account estimation of the estimated Company’s net taxable income or loss of the Company for the Fiscal Year through and (ii) to the end first due date of the relevant quarterly periodincome tax return of the Members (without regard to extensions) relating to such Fiscal Year. A final accounting Notwithstanding the foregoing, (i) distributions payable to a Member for Tax Distributions a Fiscal Year under this Section 5.4 shall be reduced by any distribution made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a to such Member received for under Section 5.3 with respect to such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any that no distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are 5.4 if distributions made pro rata in accordance with respect to a Fiscal Year under Section 5.3 exceed the Members’ respective Percentage Interests. If, on the date of distributions otherwise payable to a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions Member pursuant to this Section 4.01(b5.4, and (ii) shall be distributions made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and under this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made 5.4 to a Member only to the extent all previous Tax Distributions shall be treated as advances against subsequent distributions otherwise payable to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b)5.3. (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), ; provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Fiscal Year. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax DistributionDistribution Date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 taxable year (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunderthereof), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years taxable years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years taxable years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, a final accounting for tax distributions under the Initial LLC Agreement in respect of the taxable income of the Company for the portion of the Fiscal Year of the Company that ends on closing date of the IPO shall be made by the Company following the Effective Dateclosing date of the IPO and, no Member based on such final accounting, the Company shall have any further right make a tax distribution to any Tax Distributions the Pre-IPO Members (as defined or in the Previous case of any Pre-IPO Member that no longer exists, the successor of such Pre-IPO Member) in accordance with the applicable terms of the Initial LLC Agreement) Agreement to the extent of any shortfall in the amount of tax distributions the Pre-IPO Members received prior to the closing date of the IPO with respect to taxable income of the Company for such portion of such Fiscal Year that will be allocated to the Pre-IPO Members pursuant to Section 4.1(a) 706 of the Previous LLC Agreement. (vi) Code. For the avoidance of doubt, the amount of the Tax Distributions shall Distribution to be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member made pursuant to this Agreement, including any distributions to which a Member is entitled Section 4.01(b)(v) shall be calculated pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(13.1(a) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable yearInitial LLC Agreement.

Tax Distributions. (ia) With The Company shall distribute ratably among the Members in accordance with their respective number of Common Units on a quarterly basis by the 10th (or next succeeding Business Day) of each of March , June, September and December of each taxable year, or such other dates as may be appropriate in light of tax payment requirements (each a “Tax Distribution Date”), an aggregate amount (the “Tax Distribution”) in cash equal to the excess, if any, of (A) the Company’s Tax Liability (as defined in clause (b) below) with respect to each Fiscal Yearsuch taxable year over (B) the amounts previously distributed pursuant to this Section 4.4 with respect to such taxable year. Notwithstanding the foregoing, Tax Distributions shall only be made for periods (or portions thereof) beginning on or after the date hereof. For purposes of computing a Tax Distribution under this Section 4.4, salaries, bonuses, and any other payments in the nature of compensation shall not be taken into account, other than as an expense of the Company. (b) For purposes of this Section 4.4, the “Company’s Tax Liability” means, with respect to a taxable year (or portion thereof) beginning as of the first day of such taxable year (or portion thereof) and ending on the last day of the most recent relevant determination date, the product of (x) the cumulative excess of taxable income over taxable losses of the Company, to the extent such losses may offset such income, for such taxable year (or portion thereof), calculated without regard to (A) any gain or loss attributable to or realized in connection with a sale of all or substantially all of the Company has available cash for distribution by assets of the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed moneyCompany, and (B) for clarity, any tax deductions or basis adjustments of any Member arising under Code Section 743, and (y) the highest combined marginal federal, state and local tax rate then applicable (including any Medicare Contribution tax on net investment income) to an individual (or, if higher, to a corporation) resident in Irvine, California (taking into account the deductibility of state and local taxes (subject to the retention limitations in Sections 67 and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations 68 of the Company or any of its Subsidiaries, the Company shall, Code) and adjusted to the extent permitted by applicable Lawnecessary to calculate federal, make cash distributions (“Tax Distributions”) state and local tax liability separately so as to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account for purposes of calculating the estimated assumed state and local tax component of the Company’s Tax Liability the calculation under the applicable state and local tax laws of taxable income and taxable losses and the extent to which such losses may offset such income) increased if necessary to apply alternative minimum tax rates and rules in years in which the alternative minimum tax applies (or loss of would apply based on the assumptions stated herein) to the Company, if the Company for the Fiscal Year through the end of the relevant quarterly periodwere an individual or corporation. A final accounting for Tax Distributions shall be made for each Fiscal Year taxable year after the allocation of the Company’s actual net taxable income or loss of the Company has been determined for such taxable year, and any shortfall in the amount of Company shall promptly thereafter make supplemental Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly (or future Tax Distributions will be distributed reduced) to such Memberreflect any difference between estimates previously used in calculating the Company’s Tax Liability and the relevant actual amounts recognized. (iic) To Notwithstanding Section 4.4(a) or (d), if on a Tax Distribution Date there are not sufficient funds in the extent Company (or any of its U.S. Subsidiaries that are disregarded entities for U.S. federal income tax purposes) to distribute the full amount of the relevant Tax Distribution otherwise to be made or any credit agreements or other debt documents to which the Company (or any of its Subsidiaries) is a Member otherwise would be entitled party do not permit the Company to receive less than from its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to Subsidiaries or distribute to the Members each Member the full amount of the Tax Distributions otherwise to which be made to each such Members are otherwise entitledMember, Distributions distributions pursuant to this Section 4.01(b) 4.4 shall be made to ratably among the Members in accordance with their respective number of Common Units to the extent of the available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitledfunds. (iiid) In the event of any If, following an audit byor examination, or similar event with, a taxing authority there is an adjustment that affects would affect the calculation of any Memberthe Company’s Assumed Tax Liability taxable income or taxable loss for any Taxable Year beginning on a given period or portion thereof after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder)date of this Agreement, or in the event that the Company files an amended tax returnreturn which has such effect, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubtthen, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, subject to the extent Distributions were made to such Members availability of cash and former Members pursuant to Section 4.01(a) and this Section 4.01(b) any restrictions set forth in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (any credit agreements or other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions debt documents to which a Member is entitled pursuant to Section 4.01(a). the Company (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members any of its Subsidiaries that are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated disregarded entities for U.S. federal income tax return purposes) is a party, the Company shall promptly recalculate the Company’s Tax Liability for the applicable period and make additional Tax Distributions ratably among the Members in accordance with respect their respective number of Common Units (increased by an additional amount estimated to be sufficient to cover any interest or penalties that would be imposed on the Company if it were an individual (or, if higher, a given taxable yearcorporation) resident in Irvine, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(bCalifornia) with respect to give effect to such taxable yearadjustment or amended tax return.

Tax Distributions. (i) With respect to each Fiscal Year, In addition to the extent foregoing, if the Company has available cash for distribution by General Partner reasonably determines that the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations taxable income of the Company or any of its SubsidiariesPartnership for a Fiscal Year will give rise to taxable income for the Partners (“Net Taxable Income”), the Company shall, General Partner shall cause the Partnership to distribute Available Cash in respect of income tax liabilities (the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(c). The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance withwith Article V, multiplied by the Assumed Tax Rate (the “Tax Amount”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored. Any Tax distributions shall be made to all Partners, whether or not they are subject to such applicable U.S. federal, state and local taxes, pro rata in accordance with their Participation Percentages. (ii) Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the extent ofdue date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Member’s Assumed Fiscal Year (the “Amended Tax Liability. Amount”), and shall cause the Partnership to distribute a Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis andDistribution, out of Available Cash, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict Amended Tax Amount so calculated exceeds the Company from making a Tax Distribution on any other date. Quarterly cumulative Tax Distributions shall take into account previously made by the estimated taxable income or loss Partnership in respect of such Fiscal Year. If the Company for Amended Tax Amount is less than the Fiscal Year through cumulative Tax Distributions previously made by the end Partnership in respect of the relevant quarterly period. A final accounting for Tax Distributions Fiscal Year, then the difference (the “Credit Amount”) shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined applied against, and any shortfall in shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a Member received for tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount of such Fiscal Year based on such final accounting (the “Final Tax Amount”) and shall promptly be distributed cause the Partnership to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of distribute a Tax Distribution, there are insufficient funds on hand to distribute out of Available Cash, to the Members extent that the full amount Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the Tax Distributions to which such Members are otherwise entitledrelevant Fiscal Year, Distributions pursuant to this Section 4.01(bthen the difference (“Additional Credit Amount”) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests applied against, and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit byreduce, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members made for subsequent Fiscal Years. Any Credit Amount and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Additional Credit Amount applied against future Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member amount actually distributed pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii4.01(c) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable yearthe computations herein.

Tax Distributions. (i) With respect Tax distributions shall be made not less often than quarterly to each Fiscal Year, Member at the times (other than at the time of a Terminating Capital Event) necessary to provide the extent the Company has available Members with sufficient minimum cash distributions to pay an amount equal to their quarterly estimated (and final annual) tax liabilities for distribution all taxable periods directly related to taxable income (in excess of losses allocated to such Member for all prior periods) reportable by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds Member as the Manager deems necessary or desirable in its sole discretion set forth on U.S. Schedule K-1 with respect to such Member’s interest in the reasonable needs and obligations LLC (including with respect to any year in which such Member sold its interest, whether during or after employment); provided, however, that each of the Company or any foregoing amounts shall be determined, in the case of its Subsidiariesa Member that is itself a pass-through entity, as if the Company shallequity owners of such Member were themselves Members of the LLC; and, provided, further, that the amount of such distributions shall be computed assuming the highest combined federal and state individual income tax rate in Texas and assuming (unless federal tax law is amended to the extent permitted by applicable Lawprovide otherwise) state taxes are deductible federally (such distributions, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account any amounts withheld and remitted to any tax authority by the estimated taxable LLC pursuant to any Withholding Tax Act as described in Section 7(k). Tax Distributions shall also be made within 30 days after the receipt of a final assessment with respect to any federal or state income or loss tax audit of the Company for the Fiscal Year through the end of the relevant quarterly periodLLC’s income tax returns. A final accounting for Tax Distributions shall be treated as advances of distributions that would otherwise be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount absence of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest provisions of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any 6(c), and distributions made pursuant to Section 4.01(b)(v)6(a) on shall be taken into account in determining the amount to be distributed pursuant hereto. If, following the end of any given dateFiscal Year, the LLC determines that it has made Tax Distributions to such a Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in exceed the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were distributions that would otherwise have been made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to in the absence of this Section 4.01(b6(c). , the LLC shall be authorized to recover such excess amount by reducing future distributions to such Member; provided, however, that the LLC shall retain the right, exercisable in its discretion, to recover any unpaid portion of such excess amount directly from such Member (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) or former Member). For the avoidance of doubt, it is the meaning and intention of this Section 6(c) that Tax Distributions shall be treated fully and timely fund the federal and state income tax liability attributable to any taxable income (in excess of losses allocated to a Member for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which prior periods) reportable by a Member as set forth on U.S. Schedule K-1 with respect to such Member’s LLC Interest (or, if such Member is entitled pursuant to Section 4.01(aitself a pass-through entity, the equity owners thereof). (vii) Notwithstanding anything herein to the contrary, and, to the extent two that Tax Distributions do not fully achieve this result, the LLC shall use reasonable efforts to accelerate or more increase Tax Distributions accordingly, including, if reasonably practicable, following the occurrence of a Terminating Capital Event if the timing of the winding up and dissolution of the LLC following such Terminating Capital Event is such that income tax liability on amounts to be distributed on account thereof must be paid by the Members are included in the same “affiliated group” (within interim, and provided, however, that it shall not be deemed reasonable for the meaning of Section 1504(a)(1) LLC to accelerate or increase Tax Distributions in the event that doing so would result in the LLC’s failing to have reasonable working capital reserves or would cause the LLC not to be in compliance with regulatory requirements, although in any such event the LLC would use reasonable efforts to borrow the funds necessary to accelerate or increase such Tax Distributions so as to fully and timely fund the federal and state income tax liabilities of the Code) Members (or the equity owners of Members that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable yearare themselves pass-through entities).

Tax Distributions. (i) With respect Subject to Section 4.02, on or about each Fiscal Yeardate (a “Tax Distribution Date”) that is ten (10) Business Days prior to (i) each date on which estimated U.S. federal income tax payments are required to be made by calendar year individual taxpayers (or, if earlier, the date on which estimated U.S. federal income tax payments are required for the Corporation) and (ii) each due date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (or, if earlier, the extent due date for the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations U.S. federal income tax return of the Company or any of its SubsidiariesCorporation, as determined without regard to extensions), the Company shall, shall be required to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) a Distribution to each Member of cash in accordance with, and an amount equal to the extent of, excess of such Member’s Assumed Tax Liability. Tax , if any, for such taxable period over the Distributions previously made to such Member pursuant to this Section 4.01(b)(i4.01(b) shall be estimated by with respect to such taxable period (the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax DistributionDistributions”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax DistributionDistribution Date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder)taxable year, or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years taxable years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years taxable years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b4.01(a) with respect to during the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to during such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to each Fiscal YearSo long as the Company is treated as a partnership for U.S. federal income tax purposes, to the extent that funds of the Company has are or may be available cash for distribution by the Company under the Delaware Act and subject to without violation of applicable law or any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed moneyparty, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, with respect to each Taxable Year, the Company shallshall make Distributions to each Unitholder in an amount of cash (each, to the extent permitted by applicable Law, make cash distributions (a “Tax DistributionsDistribution”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i4.1(a)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members Unitholders on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member Unitholder received for such Fiscal Year based on such final accounting shall promptly be distributed to such MemberUnitholder. (ii) To the extent a Member Unitholder otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b4.1(a) (other than any distributions made pursuant to Section 4.01(b)(v4.1(a)(v)) on any given date, the Tax Distributions to such Member Unitholder shall be increased to ensure that all Tax Distributions made pursuant to this Section 4.01(b4.1(a) are made pro rata in accordance with the MembersUnitholders’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members Unitholders the full amount of the Tax Distributions to which such Members Unitholders are otherwise entitled, Distributions pursuant to this Section 4.01(b4.1(a) shall be made to the Members Unitholders to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the MembersUnitholders’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members Unitholders are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any MemberUnitholder’s Assumed Tax Liability for any Taxable Year beginning on or after January 1December 31, 2021 2020 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each MemberUnitholder’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members Unitholders and former Members Unitholders received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members Unitholders and the successors of such former MembersUnitholders, except, for the avoidance of doubt, to the extent Distributions were made to such Members Unitholders and former Members Unitholders pursuant to Section 4.01(a) and this Section 4.01(b4.1(a) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b4.1(a) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v4.1(a)(v)), if any, shall be made to a Member Unitholder only to the extent all previous Tax Distributions to such Member Unitholder pursuant to Section 4.01(b4.1(a) with respect to the Fiscal Year are less than the Tax Distributions such Member Unitholder otherwise would have been entitled to receive with respect to such Fiscal Taxable Year pursuant to this Section 4.01(b4.1(a). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Prior Agreement) pursuant to Section 4.1(a) of the Previous LLC Prior Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to each Fiscal Year, to To the extent funds of the Company has are legally available cash for distribution by the Company and such distribution would not be prohibited under the Delaware Act and subject to any applicable agreement credit facility to which the Company or any of its Subsidiaries is a party governing (the terms of third party indebtedness for borrowed money“Tax Distribution Conditions”), and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiarieseach Fiscal Quarter, the Company shallshall distribute to each Unitholder, to the extent permitted by applicable Law, make an amount of cash distributions (each a “Tax DistributionsDistribution”) equal to each Member in accordance with, and to the extent of, such MemberUnitholder’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received Liability for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) Quarter. To the extent a Member otherwise holder of Common Units would be entitled to receive for any Fiscal Quarter less than its Percentage Interest Pro Rata Share of the aggregate Tax Distributions to be paid pursuant to the preceding sentence (determined for this Section 4.01(b) (other than any distributions made pursuant purpose by taking into account only Common Units and Tax Distributions with respect to Section 4.01(b)(vCommon Units)) on any given date, the Tax Distributions to such Member Unitholder shall be increased to ensure that all Tax Distributions made pursuant to this Section 4.01(b) holders of Common Units are made pro rata in accordance with their Pro Rata Share (determined for this purpose by taking into account only Common Units and Tax Distributions with respect to Common Units). The Manager shall be entitled to adjust subsequent Tax Distributions up or down to reflect any variation between its prior estimation of quarterly Tax Distributions and the Members’ respective Percentage InterestsTax Distributions that would have been computed under this Section 4.1(a)(i) based on subsequent information. If, on In the date of a event that due to the Tax Distribution, there Distribution Conditions the funds available for any Tax Distribution to be made hereunder are insufficient funds on hand to distribute to the Members pay the full amount of the Tax Distributions Distribution that would otherwise be required under this Section 4.1(a)(i), the Company shall use its reasonable best efforts to which such Members distribute to the Unitholders the amount of funds that are otherwise entitled, Distributions available after application of the Tax Distribution Conditions on a pro rata basis (according to the amounts that would have been distributed to each Unitholder pursuant to this Section 4.01(b4.1(a)(i) shall if available funds (after application of the Tax Distribution Conditions) existed in a sufficient amount to make such Distribution in full, including application of the requirement that Tax Distributions with respect to Common Units be made to pro rata). At any time thereafter when additional funds of the Members to Company are available for Distribution after application of the extent of available funds in accordance with their Percentage Interests and Tax Distribution Conditions, the Company shall make future Tax Distributions (use its reasonable best efforts to immediately distribute such funds to the Unitholders on a pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. basis (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant according to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be amounts that would have been distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions each Unitholder pursuant to this Section 4.01(b4.1(a)(i) if available funds (other than, for the avoidance after application of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise Distribution Conditions) would have been entitled existed in a sufficient amount to receive with respect to make such Fiscal Year pursuant to this Section 4.01(bTax Distribution in full). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, . Tax Distributions shall be treated for all purposes as advanced distributions under the other provisions of this Agreement as an entitlement separate from and in addition Section 4.1. The Company shall use its reasonable best efforts to any other entitlement cause Subsidiaries of any Member pursuant the Company to this Agreement, including any make distributions to which a Member is the Company sufficient to permit it to pay Tax Distributions. Notwithstanding the foregoing, in no event will any Participation Threshold Unit be entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein receive Tax Distributions hereunder to the contraryextent a distribution with respect to such Participation Threshold Unit would create or increase a negative Capital Account balance of the holder of such Unit, determined for this purpose as if each Participation Threshold Unit was held by a single holder from the Effective Date until the date of the applicable distribution and which holder owns no other Units (and provided that in no event will any Participation Threshold Unit that is excluded from participating in a Tax Distribution as a result of this sentence be taken into account in determining the Pro Rata Share of Members entitled to receive Tax Distributions, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable yearit is so excluded).

Tax Distributions. (a) Notwithstanding anything to the contrary in Section 6.1, the Management Committee shall cause the Company from time to time to distribute to (x) RPH and Franklin (and to an option holder or transferee who becomes a Member as a result of option exercise or Unit transfer) an amount equal to the excess of (i) With respect the amount by which the cumulative Company Estimated Net Taxable Income (defined below) for the applicable Fiscal Year (or portion thereof) to each which such distribution relates which is allocable to such Member exceeds the cumulative Company Estimated Net Taxable Income allocated to such Member from prior Fiscal YearYears (provided such amount shall not be below zero), multiplied by the actual effective federal and state and local tax rates (including, to the extent applicable, alternative minimum tax, if any) applicable to the relevant corporation or individual, as the case may be, in effect during the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made to such Member during the relevant Fiscal Year, and (y) the Vestar Entities an amount equal to the excess of (i) the amount by which the cumulative Company has available cash Estimated Net Taxable Income for the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable in the aggregate to the Vestar Entities exceeds the cumulative Company Estimated Net Taxable Income allocated to such Members from prior Fiscal Years, multiplied by the Company under the Delaware Act maximum marginal federal income and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, New York State and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shallNew York City individual tax rate (including, to the extent permitted by applicable Lawapplicable, make cash alternative minimum tax, if any) in effect during the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made in the aggregate to the Vestar Entities during the relevant Fiscal Year (distributions under (i) or (ii) being referred to herein as “Tax Distributions”). For these purposes, “Company Estimated Net Taxable Income” means (Y) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (estimate of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated aggregate amount of items of taxable income or loss and gain of the Company for the applicable Fiscal Year through (or portion thereof) to which such distribution relates, minus (Z) the end estimate of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the aggregate amount of Tax Distributions a Member received items of taxable deduction and loss for such Fiscal Year based on (or portion thereof) to which such final accounting distribution relates. The Management Committee shall promptly be distributed to such determine the Company Estimated Net Taxable Income and each Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest ’s allocable share of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (Company Estimated Net Taxable Income. For purposes of calculating RPH’s or Franklin’s actual effective tax rates, all other than any distributions made pursuant to Section 4.01(b)(v)) on any given datenon-Company items of income, the Tax Distributions deduction, gain, loss and credits available to such Member shall be increased to ensure taken into account. The Members acknowledge and agree that all Distributions made pursuant to the sole purpose of this Section 4.01(b6.4(a) are made pro rata in accordance is to enable the Company to distribute sufficient cash to each Member to permit each Member to timely satisfy its estimated income tax obligations, if any, arising from the Member’s allocable share of the Company’s taxable income. The Manager shall make such distributions on or about April 15, June 15, September 15 and December 15 of each year and/or on any other date that similarly coincides with the Members’ respective Percentage Interests. If, on the due date of a Tax Distribution, there are insufficient funds on hand any estimated income tax obligation of any Member. The provisions of this Section 6.4(a) shall apply to distribute taxable income allocated to the Members as a result of a final adjustment by a taxing authority to the full amount of the Company’s taxable income; provided, that, no Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) Distribution shall be made to Franklin as a result of the Members disallowance of the current deduction claimed by the Company for the bond tender premium paid in connection with the redemption of the PCI Notes; provided, further, that any Tax Distribution made to RPH or a Vestar Entity as a result of such disallowance shall not be deemed an advance distribution as provided in Section 6.4(b) and thus not subject to the extent provisions of available funds Section 6.4(d); provided, further, that amounts that would otherwise be payable as subsequent Tax Distributions to Franklin shall be deemed paid in an amount equal to the Tax Distributions made to RPH and the Vestar Entities as a result of such disallowance, but in the event of a final adjustment by a taxing authority disallowing the deduction of the bond tender premium claimed by Franklin, any amounts that Franklin would have received as Tax Distributions but for the deemed payment described above shall be paid to it and Franklin shall receive a Tax Distribution both in accordance with their Percentage Interests and Section 6.4(a) as a result of the disallowance of the current deduction claimed by the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties)bond tender premium. Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this AgreementSection 6.4, following the Effective Date, no an option holder who becomes a Member shall have any further right as a result of exercise is not entitled to any a Tax Distributions (as defined in the Previous LLC Agreement) Distribution relating to compensatory income allocated pursuant to Section 4.1(a) 5.5 of this Agreement from the Previous LLC Agreement. (vi) For Company to such option holder as a result of such option exercise. Notwithstanding anything to the avoidance of doubtcontrary in this Section 6.4, no Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and made in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) excess of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated amounts permitted under the Senior Secured Indenture and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable yearthe Subordinated Indenture.

Tax Distributions. (i) With respect to each Fiscal Yearfiscal quarter, subject to the limitations provided in subsection (ii) below and in Section 7.4(b), and after making payment or provision for current obligations and operating expenses of the Company, but otherwise notwithstanding anything to the contrary provided for in this Section 7.2, the Company, to the extent of its available cash, will make distributions of cash to the Members pro rata in accordance with their respective Percentage Interests during such fiscal quarter, as promptly as practicable and in any event by the Tax Distribution Date for such fiscal quarter, so that each Member will receive an amount (a “Tax Distribution”) equal to its federal, state and local income taxes (including obligations for estimated tax) on the taxable income that it derives as a Member of the Company has available cash for distribution by the Company under the Delaware Act such fiscal quarter (based upon an assumed combined marginal rate of federal, state and subject to any applicable agreement to which the Company or any local taxation of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reservesforty-two percent (42%), or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion Managing Board will otherwise reasonably determine). In determining the taxable income of a Member with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shallfiscal quarter, to the extent permitted by applicable Lawthat actual taxable income for the relevant period is not available as of the Tax Distribution Date, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall determination will be estimated made by the Company on based upon a quarterly basis and, to good faith estimate of actual taxable income for such period and may be based upon the extent feasible, shall be distributed to methodology permitted by the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of Code which results in the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly lowest estimated tax payments liability for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that such Members. In determining the foregoing shall not restrict the Company from making a Tax Distribution on for any other date. Quarterly Tax Distributions shall take into account fiscal quarter, the estimated cumulative amount of taxable income or loss of for prior fiscal quarters in the Company for the same Fiscal Year through and the end of the relevant quarterly period. A final accounting for Tax Distributions shall with respect to such prior fiscal quarters can be made for each Fiscal Year after taken into account. To the allocation of extent the Company’s amount based upon estimates is more or less than the actual net taxable income for such period as subsequently determined, the Managing Board may appropriately decrease or loss has been determined and increase, respectively, subsequent distributions to take into account such variance. In the event that the Percentage Interest of any shortfall Member changes during the fiscal quarter, the appropriate Percentage Interests to be used in determining the amount of any Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed Distribution with respect to such Memberfiscal quarter will be determined in a manner consistent with Section 7.1(d). To the extent cash is not available to make any Tax Distribution in full, the undistributed amount thereof will be carried forward on a cumulative basis and distributed from available cash as soon as reasonably practicable thereafter. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the The aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall may be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) reduced with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled any fiscal quarter (x) to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined reflect a reduction in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated applicable U.S. federal income tax return with respect rate; or (y) if and to a given taxable year, the extent that the Managing Board determines that the Company’s cash reserves are inadequate for such Members shall be aggregated purpose in view of identifiable Company expenses and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable yearprojected investment activities.

Tax Distributions. (i) With respect On or about each date (a “Tax Distribution Date”) that is five (5) Business Days prior each due date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to each Fiscal Yearextensions) (or, to if earlier, the extent due date for the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations U.S. federal income tax return of the Company or any of its SubsidiariesCorporation, as determined without regard to extensions), the Company shall, shall be required to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) a Distribution to each Member of cash in accordance with, and an amount equal to the extent of, excess of such Member’s Assumed Tax Liability. Tax , if any, for such taxable period over the Distributions previously made to such Member pursuant to this Section 4.01(b)(i4.01(b) shall be estimated by with respect to such taxable period (the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax DistributionDistributions”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective such Member’s Percentage InterestsInterest. If, on the date of a Tax DistributionDistribution Date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder)taxable year, or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years taxable years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years taxable years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b4.01(a) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (a) Within 10 days after the end of each calendar quarter, the Board shall cause the Company to make a distribution of Distributable Cash Flow to each holder of Units in an amount equal to (i) With respect to each 80% of the Member’s Estimated Tax for the portion of the Fiscal YearYear ending on the last day of such quarter, reduced by (ii) the aggregate prior distributions made to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i5.1(a) shall be estimated by the Company on a quarterly basis and, and Section 5.2 with respect to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly periodYear. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions distribution otherwise payable to a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b5.1(a) (other may be prorated, as determined by the Board, in the case of any Member who is the holder of Units for less than any the entire relevant calendar quarter. To the extent distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such a Member shall be increased to ensure that all Distributions made pursuant to under this Section 4.01(b5.1(a) are made pro rata in accordance with would cause the Members’ respective Percentage Interests. If, on the date aggregate distributions of a Estimated Tax Distribution, there are insufficient funds on hand amounts to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members in a manner other than based on their respective Units, adjusting distributions shall be made one or Members as necessary so that the aggregate distributions made to the extent of available funds in accordance with Members under this Section 5.1(a) are made to the Members based on their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitledUnits. (iiib) In Within 90 days after the event end of any audit byeach Fiscal Year, or similar event with, the Board shall cause the Company to make a taxing authority that affects distribution of Distributable Cash Flow to each holder of Units in an amount equal to (i) the calculation of any Member’s Assumed Actual Tax Liability for any Taxable Year beginning on or after January 1the Fiscal Year, 2021 reduced by (other than an audit conducted pursuant ii) the aggregate prior distributions made to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year made pursuant to Sections 5.1(a) and 5.2. Each such distribution shall be accompanied by information concerning the calculation of such Actual Tax distribution. A distribution otherwise payable to a Member pursuant to this Section 4.01(b)5.1(b) may be prorated, as determined by the Board, in the case of any Member who is the holder of Units for less than an entire Fiscal Year. To the extent distributions made to a Member under this Section 5.1(b) would cause the aggregate distributions of Actual Tax amounts to be made to the Members in a manner other than based on their respective Units, adjusting distributions shall be made one or Members as necessary so that the aggregate distributions made to the Members under this Section 5.1(b) are made to the Members based on their Units. (vc) Notwithstanding the foregoing provisions of Section 5.1(a) and anything to the contrary in this Agreement, following the Effective Date5.1(b), no Member distribution shall have be required to be made with respect to:(i) any further right to Fiscal Year (or portion thereof ) ending on or before December 28, 2007 or (ii) any Tax Distributions (as defined in transaction contemplated by the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Securities Purchase Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect On or about each date (a “Tax Distribution Date”) that is five (5) Business Days prior to each Fiscal Yeardue date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (or, if earlier, the due date for the U.S. federal income tax return of VBC, as determined without regard to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiariesextensions), the Company shall, shall use its best efforts to the extent permitted by applicable Law, make a cash distributions (“Tax Distributions”) Distribution to each Member in accordance with, and with its Percentage Interest in an amount equal to the extent of, excess of such Member’s Assumed Tax Liability. Tax , if any, for such taxable period over the Distributions previously made to such Member pursuant to this Section 4.01(b)(i4.1(b) shall be estimated by with respect to such taxable period (the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax DistributionDistributions”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax DistributionDistribution Date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b4.1(b) shall be made on a pro rata and pari passu basis to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall use its best efforts to make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder)taxable year, or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any The Company shall use its best efforts to cause any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years taxable years based on such recalculated Assumed Tax Liability to be promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a4.1(a) and this Section 4.01(b4.1(b) in the relevant Taxable Years taxable years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)4.1(b), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b4.1(a) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b4.1(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect Subject to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act Section 5.12 and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed moneyany credit, financing and subject to warehousing or similar agreement entered into in compliance with the retention and establishment terms of reservesthis Agreement, or payment to third parties, no later than the tenth (10th) day following the end of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations each Quarterly Estimated Tax Period of the Company or any of its Subsidiarieseach calendar year, the Company shall, to the extent permitted by applicable Lawof available cash of the Company, make a distribution in cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. IfInterests in effect with respect to such Quarterly Estimated Tax Period, on the date of a Tax Distribution, there are insufficient funds on hand to distribute in an amount equal to the Members excess of (i) the full amount product of (x) the taxable income of the Company attributable to such Quarterly Estimated Tax Distributions Period and all prior Quarterly Estimated Tax Periods in such calendar year, based upon (I) the information returns filed by the Company, as amended or adjusted to date, and (II) estimated amounts, in the case of periods for which such Members are otherwise entitledthe Company has not yet filed information returns, Distributions multiplied by (y) the Assumed Tax Rate, over (ii) distributions made by the Company pursuant to this Section 4.01(b5.10(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year calendar year. The Managing Member shall be recalculated by giving effect use conventions similar to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members those adopted pursuant to Section 4.01(a5.9(a) and this Section 4.01(b) in to determine the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding Percentage Interests of the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) Members with respect to the Fiscal Year are less than the a Quarterly Estimated Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to Period for purposes of applying this Section 4.01(b5.10(b). . For purposes of the computations required by clause (vi)(x) Notwithstanding above, the foregoing and anything taxable income of the Company shall be determined by disregarding any adjustment to the contrary in this Agreement, following the Effective Date, no taxable income of any Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to that arises under Section 4.1(a743(b) of the Previous LLC Agreement. (viCode and is attributable to the acquisition by such Member of an interest in the Company in a transaction described in Section 743(a) of the Code. For the avoidance of doubt, Tax Distributions shall be treated for made to all purposes Members in respect to the Units that they hold, including on account of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member unvested Class A Units.. (ii) Tax Distributions pursuant to this AgreementSection 5.10(b), including any if any, shall be made in respect of a Quarterly Estimated Tax Period only to the extent that all previous distributions from the Company in respect of the applicable Fiscal Year (as determined by the Managing Member) to which a such Member is are less than the Tax Distributions that such Member would otherwise be entitled to receive for such Quarterly Estimated Tax Period and all prior Quarterly Estimated Tax Periods during such Fiscal Year pursuant to Section 4.01(a5.10(b)(i). (viiiii) Notwithstanding anything herein Neither the Managing Member nor the Company shall take any action or enter into any agreement that has the effect of limiting the Company’s ability to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of make distributions under this Section 4.01(b5.10(b), other than pursuant to credit, financing, warehousing or similar agreements that only prohibit or restrict the ability to make distributions under this Section 5.10(b) with respect to (x) upon the occurrence of a default or event of default or (y) where the making of such taxable yeardistributions would result in a default or event of default (other than a default or event of default resulting solely from the breach of a covenant that prevents the making of such distributions other than upon the existence of, or where such distribution would result in, a separate default or event of default) on the making of such distribution, without the consent of BlackRock Member or Highfields Member so long as such Member holds any Class A Units.

Tax Distributions. To the extent there is taxable income for any taxable year and cash is available as determined by in good faith by the Board, the Board shall cause the Company to make a tax distribution in cash no less often than quarterly (in advance of applicable deadlines for filing estimated taxes) to each Member (whether or not such Member or such Member’s investors are tax exempt) in an amount equal to the excess of (i) With respect the product of (A) the cumulative taxable income allocable to each Fiscal Yearsuch Member in excess of the cumulative taxable loss allocable to such Member for all taxable years beginning on or after the date of this Agreement and prior to the year in which such distribution is being made, as estimated in good faith by the Board (it being understood that such cumulative tax losses will be taken into account only to the extent they offset taxable income in a prior taxable year or can be used to offset taxable income allocable to such Member in the current taxable year) and (B) the maximum effective combined tax rate, including any Medicare Contribution tax on net investment income, applicable to an individual or corporation resident in Boston, Massachusetts, whichever is higher for the relevant taxable year taking into account, if and to the extent applicable, the character of the relevant income or loss, the apportionment of the Company’s taxable income to certain states and localities, Section 199A of the Code, and the deductibility, subject to applicable limitations, of any state or local tax in computing any state or federal tax liability but not taking into account any adjustment to tax basis of the assets of the Company has available cash for distribution and its Subsidiaries under Section 743 of the Code (the “Tax Distribution Rate”), or such other rate as determined by the Company under Board in its good faith discretion, over (ii) all prior distributions pursuant to this Section 5.4 for such taxable year. The parties hereto understand and agree that in the Delaware Act and subject to event that any applicable credit agreement to which the Company or any of its Subsidiaries is a party governing limits the terms aggregate amount of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash Tax distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall can be made for each Fiscal Year after any taxable year to an amount less than the allocation aggregate amount of Tax distributions that would be payable under the Company’s actual net taxable income or loss has been determined and any shortfall in preceding sentence applying the Tax Distribution Rate, (I) the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting distributions that would otherwise be payable to WCAS and Walgreens shall promptly first be distributed to such Member. (ii) To reduced, but not below the extent a Member otherwise amount of Tax distributions that WCAS and Walgreens would be entitled to receive less than its Percentage Interest of applying the aggregate Tax Distributions maximum effective combined tax rate applicable to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given datea corporation resident in Boston, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or Massachusetts after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall any adjustment to tax basis of the assets of the Company and its Subsidiaries under Section 743 of the Code, and (II) thereafter, any further reduction in the Tax distributions would be borne by the Members pro rata based on the amount of Tax Distributions distributions that were otherwise payable to them after any adjustment described in the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed foregoing clause (I). Tax Liability promptly distributions to a Member shall be distributed offset against and reduce the amount of the next succeeding distribution or distributions which such Member would otherwise be entitled to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions receive pursuant to this Section 4.01(b) (other than, for Agreement. To the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made extent that an amount otherwise distributable to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreementis so applied, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions it shall be treated for all purposes of this Agreement hereof as an entitlement separate from and in addition if such amount had actually been distributed to any other entitlement of any such Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. In order to permit Members (iand in the case of any Member that is a partnership, S corporation or other flow-through entity for federal tax purposes, the beneficial owners of such Member) With respect to each Fiscal Yearpay federal, state and local income taxes on taxable income of the Company allocated to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion Members with respect to the reasonable needs a taxable year (including taxable income allocated to a Member pursuant to Section 704(c) and obligations of the Company or any of its SubsidiariesRegulations Section 1.704-1(b)(4)(x)), the Company shall, to the extent permitted by applicable Lawof Available Cash, make cash quarterly distributions (“Tax Distributions”) to each Member in accordance with, and an amount equal to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(iproduct of (i) shall be estimated by the Company on a quarterly basis and, to excess of (x) the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company allocated (or in the Board’s good faith determination, estimated to be allocated) to such Member for such taxable year, over (y) the Fiscal Year cumulative net taxable losses of the Company, if any, theretofore allocated to such Member from the Effective Date through the end of such taxable year and not previously applied for purposes of this Section 4.5, and (ii) the relevant quarterly periodAssumed Tax Rate. A final accounting For the avoidance of any doubt, any basis adjustments pursuant to Section 743(b) with respect to assets allocable to a Member shall be taken into account for purposes of determining the Tax Distributions Distributions. Notwithstanding anything to the contrary in this Agreement, no distribution under this Section 4.5 shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members any payment pursuant to a Redemption and any payment to a Member that is treated as a “guaranteed payment” under Section 4.01(a707(c) of the Code and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) Walgreens and its Affiliates (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(bBlocker) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated collectively as a single Member for purposes of determining Tax Distributions under this Section 4.01(b4.5. All distributions made pursuant to this Section 4.5 shall be referred to as “Tax Distributions.” The “Assumed Tax Rate” shall be (A) forty-five percent (45%) (or, as determined by the Board, the maximum combined U.S. Federal, New York state and New York City tax rate applicable to individuals) with respect to any Member other than a Member that is either (1) a corporation for U.S. federal income tax purposes or (2) a pass-through entity for U.S. federal income tax purposes all of whose equity owners are corporations for U.S. federal income tax purposes, and (B) thirty-seven percent (37%) (or, as determined by the Board, the maximum combined U.S. Federal, New York state and New York City tax rate applicable to corporations) with respect to any Member that is a corporation for U.S. federal income tax purposes or a pass-through entity for U.S. federal income tax purposes all of whose equity owners are corporations for U.S. federal income tax purposes. Tax Distributions made to a Member pursuant to this Section 4.5 (which with respect to any transferee Member shall include, for purposes of this Section 4.5, Tax Distributions made to its transferor Member with respect to the transferred interest) shall be treated as advances against, and shall reduce the amounts otherwise distributable to such Member pursuant to Section 4.6 and Sections 4.7(b) and 4.7(c), but shall not be treated as advances against distributions due to such Member pursuant to Section 4.7(a). Amounts distributed to any Member pursuant to Section 4.6 during such taxable year (but, excluding, for the avoidance of doubt, any amounts distributed to any Member as a result of the Redemption of any Units held by such Member and any amounts treated as a Tax Distribution for a previous taxable year) shall reduce Tax Distributions for such taxable year due to such Member pursuant to this Section 4.5. For the avoidance of doubt, no Tax Distributions will be made in connection with a Liquidation Transaction. If the Company shall have insufficient Available Cash to distribute required Tax Distributions, then the Company shall make such distributions pro rata in proportion to the amount of Tax Distribution each such Member is otherwise entitled to receive hereunder. Available Cash which thereafter becomes available for distribution shall be distributed pro rata in accordance with the Tax Distributions to which the Members are entitled until such deficiency is remedied. To the extent that amounts distributed to a Member pursuant to this Section 4.5 with respect to a taxable year exceed the amount that such Member would be entitled to receive pursuant to this Section 4.5 with respect to such taxable year based on the taxable income or loss of the Company as finally determined for such taxable year, subsequent distributions (including subsequent distributions pursuant to this Section 4.5) shall be adjusted so as to reverse, as quickly as possible, the effects of such excess distribution.

Tax Distributions. (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), ; provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Fiscal Year. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, a final accounting for distributions under Section 5.3 of the Initial LLC Agreement in respect of the taxable income of the Company for the portion of the Fiscal Year of the Company that ends on the closing date of the IPO shall be made by the Company following the Effective Dateclosing date of the IPO and, no Member based on such final accounting, the Company shall have any further right make a distribution to any Tax Distributions the Pre-IPO Members (as defined or in the Previous case of any Pre-IPO Member that no longer exists, the successor of such Pre-IPO Member) in accordance with the applicable terms of the Initial LLC Agreement) Agreement to the extent of any shortfall in the amount of distributions the Pre-IPO Members received prior to the closing date of the IPO under Section 5.3 of the Initial LLC Agreement with respect to taxable income of the Company for such portion of such Fiscal Year that will be allocated to the Pre-IPO Members pursuant to Section 4.1(a) 706 of the Previous LLC Agreement. (vi) Code. For the avoidance of doubt, Tax Distributions shall the amount of distributions to be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member made pursuant to this Agreement, including any distributions to which a Member is entitled Section 4.01(b)(v) shall be calculated pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) 5.3 of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable yearInitial LLC Agreement.

Tax Distributions. (i) With respect to each Fiscal YearThe Board shall use reasonable efforts, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement covenants and restrictions contained in the Company’s loan agreements and other agreements or obligations to which the Company or any its properties are subject, to cause the Company to distribute to each Holder with respect each Taxable Year (within 75 days after the close of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reservessuch Taxable Year, or payment to third parties, of such funds on a quarterly or other basis as shall be determined by the Manager deems necessary or desirable Board in its sole discretion with respect to be appropriate to enable each such Holder to pay estimated income tax liabilities) an amount equal to the reasonable needs and obligations product of (x) the Company or any of its Subsidiariescombined maximum marginal federal, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance withstate, and to local income tax rates (taking into account the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th deductibility of state and January 15th (of the succeeding year) (or such other dates local income tax for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) applicable to any Holder (eachor its partners or stockholders, a “Quarterly Tax Distribution”if applicable), providedas determined by the Board after reasonable inquiry, that times (y) the foregoing shall not restrict difference of (i) the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received gains for such Fiscal Taxable Year based on such final accounting shall promptly be distributed allocated to such Member. Holder pursuant to Section 4.5, reduced by (ii) To the extent a Member otherwise would be entitled sum of (A) the taxable losses and deductions for such Taxable Year allocated to receive less than its Percentage Interest such Holder pursuant to Section 4.5, and (B) the excess of the aggregate Tax Distributions taxable losses and deductions over the aggregate taxable income and gains for all prior Taxable Years allocated to be paid pursuant to this Section 4.01(b) (other than any distributions made such Holder pursuant to Section 4.01(b)(v)) on any given date4.5, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members but only to the extent of available funds that such excess can be applied or used for such Taxable Year. The Board, in accordance with their Percentage Interests and the Company its discretion, may (but shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interestsnot be required to) as soon as funds become available sufficient to pay the remaining disregard all or a portion of the Tax Distributions any taxable losses attributable to which such Members are otherwise entitled. (iiitaxable years beginning prior to January 1, 2012 for purposes of calculating any tax distribution under this Section 4.2(a) In the event of any audit by, or similar event with, with respect to a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year taxable year beginning on or after January 1, 2021 2012. Where excess taxable losses and deductions in prior Taxable Years reduce distributions under this Section 4.2(a), with the approval of the Board, the Company may (other than but shall not be required to) distribute an audit conducted amount to Holders with respect to a Taxable Year (in proportion to the net taxable income allocated to each Holder for such Taxable Year) in excess of the amount provided pursuant to the Revised Partnership Audit Provisions for which no election is made immediately preceding sentence sufficient (in combination with any amounts paid pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder)immediately preceding sentence) to allow each Holder (or the direct or indirect partners or members of a Holder) to (x) pay federal, state, local or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability foreign withholding taxes imposed with respect to Company income for such year Taxable Year or (y) pay state or local tax on Company income reported on a state or local composite tax return for such Taxable Year, where such excess taxable losses and deductions of the Company in prior Taxable Years may not be applied to reduce such withholding taxes or composite return taxes. The Company shall be recalculated by giving effect entitled to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pay amounts distributable pursuant to this Section 4.01(b4.2(a) by making payments to a tax authority on behalf of a Holder (other thanor such Holder’s direct or indirect partners or members), for the avoidance of doubtexample, any distributions made pursuant to Section 4.01(b)(v))in connection with withholding taxes or composite return taxes and, if anyin such case, such amounts shall be made treated as distributed to the Holder on whose behalf such payments were made. Any Distribution to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year Holder pursuant to this Section 4.01(b). 4.2(a) (vI) Notwithstanding the foregoing that is made to a Holder of Series A Common Units as a result of taxable income and anything gains allocated to the contrary in this Agreementsuch Series A Common Units, following the Effective Date, no Member shall have any further right to any Tax Distributions (be treated as defined in the Previous LLC Agreement) an advance Distribution of Unpaid Series A Yield pursuant to Section 4.1(a4.2(b)(i) and shall reduce the amount of the Previous LLC Agreement. Unpaid Series A Yield, or (viII) For the avoidance that is made to a Holder of doubtSeries B Common Units and/or Series C Common Units as a result of taxable income and gains allocated to such Series B Common Units and/or Series C Common Units, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from advance Distribution under Section 4.2(b)(ii) and in addition shall be offset against future Distributions that such Holder would otherwise be entitled to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled receive pursuant to Section 4.01(a4.2(b)(ii). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (ia) With To the extent it has legally sufficient funds to do so and the Board of Managers determines appropriate, the Company may distribute to each Member with respect to each Fiscal YearYear of the Company (excluding the Fiscal Year in which the Company is being liquidated) an amount of cash equal to such Member’s Tax Liability Amount (a “Tax Distribution”). For this purpose, “Tax Liability Amount” for any given Fiscal Year of the Company means an amount equal to (x) the Assumed Tax Rate multiplied by (y) the difference between (1) the taxable income (including separately stated items) and gain allocated to such Member for such Fiscal Year of the Company (as shown on the applicable Internal Revenue Service Form 1065—Schedule K-1 filed by the Company), excluding partner-level taxable income adjustments made under Section 743(b) of the Code, and (2) the cumulative losses that Table of Contents have been allocated to such Member to the extent such losses have not previously reduced taxable income and gain pursuant to this provision, minus (z) such Member’s pro rata share of any taxes imposed on and paid by the Company to a non-U.S. governmental authority to the extent the Company has available cash for distribution Board of Managers determines appropriate. To the extent deemed feasible and appropriate by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any Board of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed moneyManagers, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations Tax Distributions may be made on each Tax Distribution Date based on estimates of the Company or any of its Subsidiaries, Company’s income to facilitate the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required Members’ ability to make quarterly estimated tax payments with respect to their income from the Company. The computation of the amounts to be distributed pursuant to this Section 6.2(a) for U.S. any year shall be adjusted (i) prior to each distribution for such year, (ii) upon the filing of the Company’s federal income tax return for such year, (iii) upon any final determination of the Company’s taxable income for such year and (iv) at any other time when in the good faith determination of the Board of Managers that it appears that a prior estimate has been incorrect, in each case so as to take into account actual determinations and/or revised estimates of the Members’ shares of taxable income for such year for United States federal income tax purposes. Following any such adjustment, the amounts to be distributed pursuant to this Section 6.2(a) (eachshall be adjusted appropriately, or additional distributions shall be made, so as to give effect to such actual determinations and/or revised estimates. If the aggregate of the installment distributions of such amount to any Member with respect to a “Quarterly Tax Distribution”), provided, that Fiscal Year exceeds the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of amount finally so determined by the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the (such excess amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to being such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate ’s “Excess Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(vDistribution”)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute return to the Members the full Company an amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect equal to such year shall be recalculated by giving effect to such event Excess Tax Distribution upon thirty (for 30) days’ prior notice from the avoidance Board of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfallManagers. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect The General Partner shall cause the Partnership to make distributions to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions Partner holding Common Equivalent Units (“Tax Distributions”) to each Member ), pro rata in accordance with, and proportion to the extent ofPartners’ respective ownership of Common Equivalent Units, in an amount such Memberthat the Partner with the highest Tax Distribution Per Common Equivalent Unit receives an amount equal to such Partner’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company Distribution Amount, on a quarterly basis and, at least five (5) days prior to the extent feasible, shall be distributed to the Members date on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly any estimated tax payments are due, in order to permit each Partner to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof). The “Tax Distribution Amount” for a Partner for an Estimated Tax Period (or portion thereof) shall be equal to the sum (a) the product of (i) the highest marginal combined federal, state, and local income tax rate applicable to an individual or corporation resident in New York, New York, or San Francisco, California, whichever is higher, (after giving effect to income tax deductions (if allowable) for state and local income taxes and excluding, for this purpose, any reduction in rate attributable to Section 199A of the Code) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”), and (ii) the aggregate amount of taxable income or gain of the Partnership that is allocated or is estimated to be allocated to such Partner for U.S. federal income tax purposes) purposes (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other thanincluding, for the avoidance of doubt, any income allocation to a Partner with respect to Preferred Units held by such Partner) for such Estimated Tax Period (or portion thereof) and all prior Estimated Tax Periods (to the extent no Tax Distribution has previously been made with respect to any amounts of taxable income or gain including to the extent such amounts of taxable income or gain were not taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g. if upon filing the Partnership’s final tax return for the applicable taxable year taxable income or gain of the Partnership is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Partner and not previously taken into account for purposes of the calculation of the amount of any Tax Distribution Amount, plus (b) solely with respect to the General Partner, to the extent the amounts described in clause (a) are not sufficient to permit the General Partner to timely pay the income and other tax liabilities for which it remains responsible under Section 7.4.B (final sentence), any incremental amount required to permit the General Partner to timely pay such actual tax liabilities (with all Tax Distribution Amounts updated to reflect the final Partnership tax returns and General Partner tax returns for each applicable taxable year). The General Partner may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts pursuant to this Section 5.3 shall be computed without regard to the effect of any special basis adjustments or resulting adjustments to taxable income made pursuant to Sections 734(b), 743(b), and 754 of the Code. Notwithstanding the foregoing, final Tax Distributions in respect of the applicable quarterly period (or portion thereof) shall be made immediately prior to and in connection with any distributions made pursuant to Section 4.01(b)(v)), if any, 5.5 below. The Assumed Tax Rate shall be made to a Member only the same for all Partners, regardless of the actual combined income tax rate of the Partner or its direct or indirect owners. The General Partner shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Partners’ Tax Distributions (as defined but in any event pro rata in proportion to the Partners’ respective number of Common Equivalent Units) to take into account increases or decreases in the Previous LLC Agreement) pursuant to Section 4.1(a) number of Partnership Units held by each Partner during the Previous LLC Agreement. (vi) For the avoidance of doubt, relevant period. All Tax Distributions shall be treated for all purposes of under this Agreement as an entitlement separate from advances against, and shall offset and reduce dollar-for-dollar, current or subsequent distributions under Section 5.1 in addition to any other entitlement respect of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a)Common Equivalent Units. (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to The Company shall make quarterly distributions, on or before March 8, June 8, September 8, and December 8 of each Fiscal Year, of Distributable Cash in an amount equal to the extent the Company has available cash for distribution estimated tax payments due by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis the fifteenth of each such month based on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year quarterly period through the end of the relevant quarterly periodmonth preceding such date (as determined by the Company) multiplied by the sum of the highest stated combined federal, state and local tax rate (including any branch profits tax pursuant to Code Section 884 if applicable) applicable to an individual resident in New York City or a foreign corporation doing business in New York City, whichever is higher. A final accounting for Tax Distributions shall be made for Within sixty (60) days after the end of each Fiscal Year after Year, the allocation Company shall make a distribution of Distributable Cash in an amount equal to the taxable income of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received Company for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To multiplied by the extent a Member otherwise would be entitled to receive less than its Percentage Interest sum of the aggregate Tax Distributions to be paid highest stated combined federal, state and local tax rate (including any branch profits tax pursuant to this Code Section 4.01(b884 if applicable) (other than any applicable to an individual resident in New York City or a foreign corporation doing business in New York City, whichever is higher, minus the sum of all distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions previously made pursuant to this Section 4.01(b5.4 in the applicable Fiscal Year (the “Annual Distribution”). For purposes of determining taxable income of the Company pursuant to this Section 5.4, such taxable income shall be determined without regard to any adjustments to basis permissible under Sections 743(b) are and 734(b) of the Code. For purposes of computing the amount of any distribution pursuant to this Section 5.4, it shall be assumed that all taxable income is allocable or apportionable solely to New York City. All distributions made pursuant to this Section 5.4 shall be distributed to Holders of Common Units and Series A Preferred Units pro rata in accordance with the Members’ their respective Percentage InterestsMembership Percentages. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) event any Member Exchanges any Units pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt4.6, Tax Distributions such Member shall be treated for all purposes of this Agreement as an entitlement separate from and in addition entitled to any other entitlement of any Member pursuant to this Agreement, including any distributions to which receive a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) distribution with respect to such Tendered Units, pursuant to this Section 5.4, for the fiscal quarter in which the Notice of Exchange occurs, and for the prior fiscal quarter if the distribution for that fiscal quarter has not been paid at the time of the Exchange, whether or not they are a Member at the time of the Distribution, based upon the share of the taxable yearincome of the Company for such quarter allocated to them. Any amounts distributed pursuant to this Section 5.4 shall be taken into account in determining subsequent distributions made pursuant to Section 5.3 and Section 10.2 so that each Member receives the aggregate amount of distributions it would have received if distributions under this Agreement were determined without giving effect to this Section 5.4.

Tax Distributions. (i) With respect to each Fiscal Year, to To the extent funds of the Company has are legally available cash for distribution by the Company and such distribution would not be prohibited under the Delaware Act and subject to any applicable agreement credit facility to which the Company or any of its Subsidiaries is a party governing (the terms of third party indebtedness for borrowed money“Tax Distribution Conditions”), and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiarieseach Fiscal Quarter, the Company shallshall distribute to each Unitholder, to the extent permitted by applicable Law, make an amount of cash distributions (each a “Tax DistributionsDistribution”) equal to each Member in accordance with, and to the extent of, such MemberUnitholder’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received Liability for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) Quarter. To the extent a Member otherwise holder of Common Units would be entitled to receive for any Fiscal Quarter less than its Percentage Interest Pro Rata Share of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given datethe preceding sentence, the Tax Distributions to such Member Unitholder shall be increased to ensure that all Tax Distributions made pursuant to this Section 4.01(b) holders of Common Units are made pro rata in accordance with their Pro Rata Share. The Manager shall be entitled to adjust subsequent Tax Distributions up or down to reflect any variation between its prior estimation of quarterly Tax Distributions and the Members’ respective Percentage InterestsTax Distributions that would have been computed under this Section 4.1(a)(i) based on subsequent information. If, on In the date of a event that due to the Tax Distribution, there Distribution Conditions the funds available for any Tax Distribution to be made hereunder are insufficient funds on hand to distribute to the Members pay the full amount of the Tax Distributions Distribution that would otherwise be required under this Section 4.1(a)(i), the Company shall use its reasonable best efforts to which such Members distribute to the Unitholders the amount of funds that are otherwise entitled, Distributions available after application of the Tax Distribution Conditions on a pro rata basis (according to the amounts that would have been distributed to each Unitholder pursuant to this Section 4.01(b4.1(a)(i) shall be made to the Members to the extent of if available funds (after application of the Tax Distribution Conditions) existed in accordance with their Percentage Interests and a sufficient amount to make such Distribution in full). At any time thereafter when additional funds of the Company are available for Distribution after application of the Tax Distribution Conditions, the Company shall make future Tax Distributions (use its reasonable best efforts to immediately distribute such funds to the Unitholders on a pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. basis (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant according to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be amounts that would have been distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions each Unitholder pursuant to this Section 4.01(b4.1(a)(i) if available funds (other than, for the avoidance after application of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise Distribution Conditions) would have been entitled existed in a sufficient amount to receive with respect to make such Fiscal Year pursuant to this Section 4.01(bTax Distribution in full). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to each Fiscal Year, to Year or portion thereof ending after the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its SubsidiariesEffective Date, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and an amount to the extent of, ensure that each such Member receives a distribution at least equal to such Member’s Assumed Tax Liability, if any, with respect to the relevant taxable period to which the distribution relates. Tax Distributions pursuant to this Section 4.01(b)(i4.1(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), ; provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Fiscal Year. (ii) To the extent A Tax Distribution to a Member in respect of any Unit shall be charged against current or future distributions to which such Member would otherwise would be have been entitled to receive less than its Percentage Interest under Section 4.1(a) or Section 13.2(c) in respect of the aggregate Tax Distributions to be paid such Unit; provided, however, that all Units shall participate in distributions made pursuant to this Section 4.01(b4.1(b) on a Pro rata basis. Notwithstanding the foregoing, (other than A) any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b4.1(b) shall be made to the Members on a Pro rata basis, (B) to the extent of available funds Available Cash, the Pro rata amount to be distributed to each Member shall be calculated based on the distribution to the Member that would have the highest Tax Distribution under this Section 4.1(b) on a per-Unit basis, calculated without regard to this sentence and (C) if there is insufficient Available Cash to make all of the distributions described in accordance with their Percentage Interests clause (B), the amount that would have been distributed to each Member pursuant to clause (B) shall be reduced on a Pro rata basis and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available there is sufficient Available Cash to pay the remaining portion of the Tax Distributions to which such Members are were otherwise entitledentitled under clause (B). (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a4.1(a) and this Section 4.01(b4.1(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b4.1(b) (other than, for periods ending after the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v))Effective Date, if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b4.1(b) with respect to the such Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b4.1(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For for the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes provisions of this Section 4.01(b4.1 shall be effective for the portion of the Fiscal Year beginning on the day after the Effective Date, and no further distributions shall be made after the date hereof pursuant to the Original Agreement (or, for the avoidance of doubt, the operating agreement of GHE) with in respect to such taxable yearof the portion of the Fiscal Year that ends on the Effective Date.

Tax Distributions. (i) With respect to each Fiscal Year, Notwithstanding any other provision of this Section 5.03 to the extent the Company has available cash for distribution by the Company under the Delaware Act and contrary (but subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shallSection 5.03(e)(ii)), to the extent permitted by applicable LawLaw and consistent with the Company’s obligations to its creditors as determined by the Managing Member, the Company shall make cash distributions (“Tax Distributions”pursuant to this Section 5.03(e)(i) to each Member in accordance with, and at least two (2) Business Days prior to the extent ofdate on which any U.S. federal corporate estimated tax payments are due, in an amount equal to such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be Distribution Amount (estimated by the Company on a quarterly basis andby the Managing Member, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take taking into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period). A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined for a fiscal year (or applicable portion thereof) and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year fiscal year based on such final accounting shall shall, to the extent permitted by law and consistent with the Company’s obligations to its creditors as determined by the Managing Member, be promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest (for this purpose, determined solely in respect of Common Units) of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b5.03(e) in respect of Common Units (other than excluding any distributions distribution made pursuant to Section 4.01(b)(v5.03(e)(iii)) on any given date, then the Tax Distributions to such Member in respect of its Common Units shall be increased to ensure that all such Tax Distributions made pursuant to this Section 4.01(b5.03(e) (excluding any distribution made pursuant to Section 5.03(e)(iii)) are made pro rata in accordance with the Members’ respective Percentage InterestsInterests (determined solely in respect of Common Units). If, on the date of a Tax DistributionDistribution date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Tax Distributions pursuant to this Section 4.01(b5.03(e) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests the Tax Distributions that would have been paid to them had no such limitation existed and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage InterestsTax Distributions that would have been paid to the Members had no applicable limitation existed) as soon as funds become available sufficient to pay the remaining portion of Tax Distributions to which such Members would have been entitled had sufficient funds been available. In addition, notwithstanding the foregoing, to the extent that a Tax Distribution that would be made to Manager exceeds the Manager Modified Distribution Amount, the Managing Member may reduce the Tax Distribution payable to the Manager in an amount up to the amount of such excess (and, if there are insufficient funds on hand to distribute to the Members other than Manager the full amount of the Tax Distributions to which such other Members are otherwise entitled. , then the Managing Member shall, pursuant to this sentence, reduce the Tax Distribution payable to the Manager in an amount equal to the lesser of (iiii) In the amount of such excess or (ii) the aggregate amount required to permit the other Members to receive Tax Distributions equal to the amount they would have received under Section 5.03(e)(i) were sufficient cash available to make full Tax Distributions under such provision, with the amount of any such reduction being paid as Tax Distributions to the other Members pro rata in accordance with the Tax Distributions to which such other Members are otherwise entitled). For purposes of this clause (iv), the “Manager Modified Distribution Amount” shall mean the Tax Distribution Amount of Manager, adjusted as determined by the Managing Member to (x) reflect the marginal combined corporate income tax rates to which PubCo is subject, (y) reflect any adjustments with respect to PubCo or Manager pursuant to Section 743(b) of the Code, and (z) include any amounts that PubCo is required to pay pursuant to the Tax Receivable Agreement. Notwithstanding anything else contained herein, in the event of any audit by, PubCo Approved Recap Transaction or similar event with, any Change of Control involving Units held by a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 Member (other than an audit conducted Manager), such Member shall be entitled to receive consideration in such transaction worth no less than the consideration to which such Member would be entitled assuming that its Units (or in the case of Profits Units, New Common Units issuable if such Profits Units were Exchanged) involved in such transaction were Redeemed for shares of Class A Common Stock pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance terms of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (ia) With respect to each Fiscal Year, the Company shall make distributions to each Member pro rata in accordance with their respective Annual Target Tax Distributions. The “Annual Target Tax Distribution” of a Member shall mean the product of (i) the excess of the Company’s total taxable income allocable to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any Member in respect of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject such Fiscal Year over taxable losses allocated to the retention and establishment of reservesMember in prior Fiscal Years and, or payment to third parties, of such funds as in the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations case of the Company or any of its SubsidiariesManaging Member, in the Company shallperiod commencing on the Original Effective Date and ending on the Subsequent Effective Date, to the extent permitted by such losses have not previously been taken into account to reduce taxable income pursuant to this provision (ignoring partner level Section 743 adjustments except as described in subparagraph (c) below), and (ii) the highest maximum combined marginal federal, state and local income tax rates generally applicable Lawto an individual resident (or, make cash distributions (if higher, a corporation resident) in New York City, New York may be subject. Amounts distributed pursuant to this Section 5.2 shall be referred to as “Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. .” Tax Distributions pursuant to this Section 4.01(b)(i5.2(a) shall be estimated by the Company Tax Matters Member on a quarterly basis and, to the extent feasiblefeasible (as determined with the approval of the disinterested members of the board of directors of the Managing Member including a majority of the Independent Directors (as defined in the Stockholders Agreement) in the case of Tax Distributions to the eRx Members), shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of taxable income allocable to each Member for such period) on a quarterly basis on or the date that is five Business Days prior to whichever of April 15th, June 15th, September 15th and January 15th (of the succeeding year) or December 15 falls (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that ) within the foregoing shall not restrict relevant quarter to facilitate the Company from making a Tax Distribution on any other datepayment of estimated taxes by the Members or their beneficial owners. Quarterly Tax Distributions shall take into account be based upon the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly periodmonth prior to the month in which such Quarterly Tax Distribution is made (and shall (A) utilize the same methodology for calculating the amount of such Quarterly Tax Distribution described above for Annual Target Tax Distributions and (B) take into account prior Tax Distributions made with respect to such Fiscal Year); provided, that with respect to the final Quarterly Tax Distribution for a Fiscal Year, such distribution shall be based upon taxable income of the Company for the full Fiscal Year. A final accounting for Tax Distributions shall be made for each Fiscal Year taxable year after the allocation of the Company’s actual net taxable income or loss has been determined and (x) any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years such taxable year based on such recalculated Assumed Tax Liability final determination shall promptly shall be distributed to such Members and the successors of such former Members, except, and (y) any excess in the amount of Tax Distributions the Members received for such taxable year shall be applied against the avoidance of doubt, to the extent subsequent Tax Distributions were made due to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Members. Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous (other than Nonrefundable Tax Distributions to such Member pursuant to Section 4.01(bDistributions) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from offset against and in addition to any reduce subsequent distributions (other entitlement of any Member pursuant to this Agreement, including any distributions than Tax Distributions) to which a Member is would otherwise be entitled to receive pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of 5.1 and/or Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes 10.3 of this Section 4.01(b) with respect to such taxable yearAgreement.

Tax Distributions. (i) With respect to each Fiscal Taxable Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) as follows: (A) to the Corporation at such times and in such amounts as the Manager reasonably determines is necessary to enable the Corporation to timely satisfy all of its U.S. federal, state and local and non-U.S. tax liabilities with respect to any items of gross income and gain allocated to it with respect to the Series A Preferred Units (the “Preferred Unit Related Taxes”); provided, that in no circumstances shall the amounts distributed pursuant to this Section 4.01(b)(i)(A) exceed the Corporation’s actual U.S. federal, state and local and non-U.S. cash tax liabilities with respect to such taxable year; provided, further, that the amounts distributable pursuant to this Section 4.01(b) (1) (A) shall be reduced, in the sole discretion of the Manager, to the extent the amount distributable to the Corporation pursuant to Section 4.01(b)(i)(B) exceeds the Corporation’s actual tax obligations (excluding Preferred Unit Related Taxes) and its obligations pursuant to the Tax Receivable Agreement for the relevant taxable year or quarter, as applicable; and (B) to each Member in accordance with, and an amount equal to the extent of, (1) such Member’s Assumed Tax Liability. ; provided, however, that to the extent a Member would otherwise be entitled to receive less than its Common Unit Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b)(i)(B) on any given date, then the Tax Distributions to such Member shall be increased, as necessary, to ensure that all such Tax Distributions made pursuant to this Section 4.01(b)(i)(B) are made pro rata in accordance with the Members’ respective Common Unit Percentage Interests or (2) if the amount the Corporation would receive under clause (1) is, in the sole discretion of the Manager, reasonably expected to be less than the amount that will enable the Corporation to meet both its tax obligations (other than Preferred Unit Related Taxes) and its obligations pursuant to the Tax Receivable Agreement, then (I) the Corporation shall receive an amount that will enable the Corporation to meet both its tax obligations (other than Preferred Unit Related Taxes) and its obligations pursuant to the Tax Receivable Agreement for the relevant taxable year or quarter, as applicable, and (II) the Members (other than the Corporation) shall receive an amount necessary to ensure that the Tax Distributions made pursuant to this Section 4.01(b)(1)(B), when taking into account the amount to be distributed to the Corporation under clause (2)(I), are made pro rata in accordance with the Members’ respective Common Unit Percentage Interests. (ii) Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to April 15th, June 15th, September 15th and January December 15th (of the succeeding year) (or such other dates for which corporations or individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”), ; provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other datedate as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Taxable Year based on such final accounting shall promptly be distributed to such Member. (ii) To . For the extent avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise would required to be entitled made to receive less than such Member with respect to any subsequent Taxable Year, but shall not reduce Tax Distributions made to a Member to provide such Member with its Common Unit Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v4.01(b)(1)(B)) on any given date. Notwithstanding anything to the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made (but in any event pro rata in accordance with proportion to the Members’ respective Percentage Interests. If, on number of Common Units) to take into account increases or decreases in the date number of Common Units held by each Member during the relevant period (including as a result of conversion of any Unvested Earn Out Units into Common Units in connection with the occurrence of a Tax Distribution, there are insufficient funds on hand to distribute to Vesting Event or the Members the full amount conversion of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds a Series A Preferred Unit into Common Units in accordance connection with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitleda Series A Preferred Conversion). (iii) In the event of any audit by, or similar event with, a taxing authority Governmental Entity that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Tax Audit Provisions Rules for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax returnreturn or administrative adjustment request, each Member’s Assumed Tax Liability and Preferred Unit Related Taxes with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest interest, penalties or penaltiesadditions to tax). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a4.01(a)(ii), Section 4.01(a)(iii) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding In the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made event that an adjustment pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a481(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition Code relating to any other entitlement of any Member pursuant to this Agreementincome, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrarygain, to the extent two loss, deduction or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return credit with respect to a given taxable yearperiod ending on or prior to the Effective Date (any such adjustment, such Members shall be aggregated and treated as the “481 Income Adjustment”) results in a single Member for purposes of this requirement under Section 4.01(b) for the Company to make material Tax Distributions, then the Manager and the Members shall cooperate in good faith and use commercially reasonable efforts to minimize the amount of such Tax Distributions required, taking into account the amount of cash needed by the Members to meet their tax obligations with respect to their interests in the Company, items of deductions, losses and credits available in the relevant taxable year that may be used to offset such taxable year481 Income Adjustment, and the cash requirements of the Company.

Tax Distributions. (ia) With Until such time as an event causing a dissolution of the Partnership has occurred pursuant to Section 12.1, at least 10 days prior to any Estimated Tax Payment Date (as hereinafter defined), the Partnership shall make a distribution to each Partner equal to the Estimated Tax Distribution (as hereinafter defined) for such date. Unless otherwise specified by the General Partner in writing, all distributions made with respect to a given year (as determined by the General Partner) shall be applied against and reduce the Estimated Tax Distribution due from the Partnership with respect to that year. (b) Within one hundred eighty (180) days after the end of each Fiscal Year, the Partnership shall provide to each Partner a report for the extent prior Fiscal Year computing for each Partner the Company has available cash for distribution amount by the Company under the Delaware Act and subject to any applicable agreement to which the Company sum of the Estimated Tax Distributions for the prior year exceeds or any falls short of its Subsidiaries is a party governing the terms product of third party indebtedness (i) the taxable income of Partnership allocated to such Partner for borrowed moneysuch prior year, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive Applicable Tax Rate for such year, less than its Percentage Interest of the aggregate any Excess Tax Distributions to be paid pursuant to this Section 4.01(bDistribution (as hereinafter defined) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect prior year. An amount equal to such event (for the avoidance of doubt, taking into account interest or penalties). Any any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members Partner with the report. Any excess will be treated as an "Excess Tax Distribution" for such year and the successors of such former Members, except, for the avoidance of doubt, to the extent credited against future Estimated Tax Distributions were made to such Members and former Members pursuant to Section 4.01(a5.6(e)(iii) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall5.6(b). (ivc) Notwithstanding anything to the foregoingcontrary herein, Tax Distributions pursuant to (i) distributions under this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, 5.6 shall be made in proportion to a Member the Partners' Percentage Interests, and this clause (i) shall operate to increase the distribution to be otherwise made under Section 5.6 to any Partner to the extent necessary so that distributions under this Section 5.6 are made in proportion to the Partners' Percentage Interests, and (ii) in all events the Estimated Tax Distributions shall be sufficient to enable Tality to pay when due its corporate income and franchise tax liability arising from its interest in the Partnership (taking into account the carryforward of losses available to Tality Inc and any alternative minimum tax). (d) In making the computations under this Section 5.6 with respect to any Partner, capital losses of the Partnership shall be taken into account only to the extent all previous Tax Distributions to of capital gains of the Partnership against which such Member pursuant to Section 4.01(b) with respect to capital losses may be offset by such Partner (taking into account the Fiscal Year are less applicable carryback and carryover period for such Partner), determined as if such Partner had no income or loss from any source other than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b)Partnership. (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect The Board shall cause the Company to make distributions to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions Member holding Common Equivalent Units (“Tax Distributions”) to each Member ), pro rata in accordance with, and proportion to the extent ofMembers’ respective ownership of Common Equivalent Units, in an amount such that the Member with the highest Tax Distribution Per Common Equivalent Unit receives an amount equal to such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company Distribution Amount, on a quarterly basis and, at least five (5) days prior to the extent feasible, shall be distributed to the Members date on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly any estimated tax payments are due, in order to permit each Member to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof). The “Tax Distribution Amount” for a Member for an Estimated Tax Period (or portion thereof) shall be equal to the sum of (a) the product of (i) the highest marginal combined federal, state, and local income tax rate applicable to an individual or corporation resident in New York, New York, or San Francisco, California, whichever is higher, (after giving effect to income tax deductions (if allowable) for state and local income taxes and excluding, for this purpose, any reduction in rate attributable to Code Section 199A) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”), and (ii) the aggregate amount of taxable income or gain of the Company that is allocated or is estimated to be allocated to such Member for U.S. federal income tax purposes) purposes (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other thanincluding, for the avoidance of doubt, any income allocation to a Member with respect to Preferred Units held by such Member) for such Estimated Tax Period (or portion thereof) and all prior Estimated Tax Periods (to the extent no Tax Distribution has previously been made with respect to any amounts of taxable income or gain including to the extent such amounts of taxable income or gain were not taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g., if upon filing the Company’s final tax return for the applicable taxable year taxable income or gain of the Company is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Member and not previously taken into account for purposes of the calculation of the amount of any Tax Distribution Amount, plus (b) solely with respect to MIC, to the extent the amounts described in clause (a) are not sufficient to permit MIC to timely pay the income and other tax liabilities for which it remains responsible under Section 7.4.B (final sentence), any incremental amount required to permit MIC to timely pay such actual tax liabilities (with all Tax Distribution Amounts updated to reflect the final Company tax returns and MIC tax returns for each applicable taxable year). The Board may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts pursuant to this Section 5.3 shall be computed without regard to the effect of any special basis adjustments or resulting adjustments to taxable income made pursuant to Code Sections 734(b), 743(b), and 754. Notwithstanding the foregoing, final Tax Distributions in respect of the applicable quarterly period (or portion thereof) shall be made immediately prior to and in connection with any distributions made pursuant to Section 4.01(b)(v)), if any, 5.5 below. The Assumed Tax Rate shall be made to a the same for all Members, regardless of the actual combined income tax rate of the Member only or its direct or indirect owners. The Board shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Members’ Tax Distributions (as defined but in any event pro rata in proportion to the Members’ respective number of Common Equivalent Units) to take into account increases or decreases in the Previous LLC Agreement) pursuant to Section 4.1(a) number of Units held by each Member during the Previous LLC Agreement. (vi) For the avoidance of doubt, relevant period. All Tax Distributions shall be treated for all purposes of under this Agreement as an entitlement separate from advances against, and shall offset and reduce dollar-for-dollar, current or subsequent distributions under Section 5.1 in addition to any other entitlement respect of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a)Common Equivalent Units. (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (ia) With respect Notwithstanding the foregoing distribution provisions of this Article V, but subject to Section 5.3(b), each Fiscal Year, Member shall be entitled to a Tax Distribution equal to the extent the Company has available cash for distribution Tax Rate multiplied by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject taxable income allocated to the retention and establishment of reserves, Member for a Fiscal Year or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions a portion thereof pursuant to this Section 4.01(b)(i) shall be estimated by the Company Agreement, taking into account capital losses only if, on a quarterly basis andstandalone basis, to the extent feasible, shall they can be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments deducted for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, purposes against capital gains allocated to the Member under this Agreement; provided that the foregoing Company shall not restrict the Company from making a Tax Distribution on any other date. Quarterly make Tax Distributions shall take to Public Co for the first $17,250,000 of Tax Distributions that would otherwise have been distributed to Public Co pursuant to this Section 5.3(a) that are not needed by Public Co to pay its taxes that are due (taking into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly periodcarryforwards available to Public Co). A final accounting for Tax Distributions shall be made for each Fiscal Year after subject to restrictions under the allocation financing arrangements of the Company and its Subsidiaries and shall be made as a priority distribution under this Article V and not as an advance against distributions under Section 5.2. Tax Distributions will be timed in such a manner as to provide the direct or indirect holders of Units with such distributions prior to the due date for their respective estimated tax and actual tax payment obligations. (b) Notwithstanding Section 5.3(a) above, in no event shall Parent receive a Tax Distribution in an amount that exceeds the greater of (i) the amount that would be required by Parent to pay the U.S. federal, state and local tax liability arising by reason of its ownership of its equity interests in the Company, determined as if the items of income, deduction, gain, loss and credit arising in connection therewith were the only such items required to be included in the computation of Parent’s actual net tax liability for the relevant taxable income or loss has been determined period, and any shortfall in (ii) the amount of the Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise Distribution that Parent would be entitled to receive less than its Percentage Interest of were the aggregate cumulative Tax Distributions to be paid pursuant to this Section 4.01(bthe Members (through and including such Tax Distribution) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ their respective Percentage Interestsnumber of outstanding Units. If, on the date For purposes of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount clause (ii) of the prior sentence, Public Co shall be treated as having received as Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and any amounts retained by the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient and not distributed to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted Public Co pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to proviso in Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b5.3(a). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (a) Within 45 days after the end of each quarter of the taxable year of the Company, and (i) With respect to each Fiscal Year, to the extent assuming (A) the Company has available cash taxable income for distribution such quarter of the taxable year and (B) the Company has sufficient working capital (as determined by the Company under Board of Directors), after taking into account payments contemplated by the Delaware Act budget approved by the Board of Directors to make the distributions contemplated hereby, and (ii) subject to limitations on such distributions contained in any applicable credit facility or other agreement to which the Company or any of its Subsidiaries Subsidiary is a party governing the terms of third party indebtedness for borrowed moneyparty, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) shall be made to each Member in accordance with, and the positive amount equal to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to tax liability arising solely in respect of its ownership of a Membership Interest for such quarter (which tax liability, for the purposes of this Section 4.01(b)(i) 6.3, shall be calculated to equal the product of (1) such Member’s share of the Company’s taxable income for such quarter, as estimated by the Company on a quarterly basis and(including for such purpose such Member’s share of any separately stated items), and (2) the combined maximum federal and applicable state income tax rates applicable to individual taxpayers in the extent feasibleState of Colorado for such quarter, shall be distributed to taking into account, if applicable, the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th deduction of state and January 15th (of the succeeding year) (or such other dates local income taxes for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on purposes and whether any other date. Quarterly Tax Distributions shall take into account the estimated portion of such taxable income qualifies for the reduced rates applicable to long term capital gains). Notwithstanding Section 6.8, if a Member is allocated losses or loss deductions pursuant to Section 6.5 during any quarter of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions taxable year, such losses or deductions shall be made for each Fiscal Year after carried forward and shall reduce the allocation of the Company’s actual net taxable income or loss has (as calculated in Section 6.5) of such Member in each succeeding quarter, until such allocated losses have been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed reduced to such Memberzero. (iib) To The aggregate amount of distributions made by the extent Company to a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)6.3(a) on any given date, (as reduced pursuant to the Tax Distributions to such Member other provisions of this Section 6.3) shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with deemed the Members’ respective Percentage Interests“Tax Distribution Advance Amount”. If, on at any time that the date Board of Directors authorizes a Tax Distribution, there are insufficient funds on hand to distribute distribution to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a6.1 and at such time a Member’s Tax Distribution Advance Amount is positive, (i) the Company shall be entitled to withhold such Member’s distribution up to an amount equal to the Tax Distribution Advance Amount (with such Tax Distribution Advance Amount being reduced by the amount so withheld) and this Section 4.01(b(ii) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, Company shall be made entitled to a Member only distribute such withheld amount to the extent all previous Members (after also applying clause (i) to those Members having positive Tax Distributions to such Member pursuant to Section 4.01(bDistribution Advance Amounts) with respect so that, to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreementmaximum extent possible, following the Effective Date, no each Member shall have any further right to any Tax Distributions (as defined in received the Previous LLC Agreement) pursuant to Section 4.1(a) amount of distributions that such Member would have received since formation of the Previous LLC AgreementCompany if distributions had been made solely in accordance with Section 6.2 and Section 6.1. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (viia) Notwithstanding anything herein to the contrary, during each Fiscal Year or within ninety (90) days thereafter, to the extent two of Available Cash and to the extent permitted by the Delaware Act, the Company shall, before any distributions are made under Section 5.1, distribute, in cash, to each Member an amount sufficient to enable such Member to satisfy such Member’s federal, state and local Tax liabilities attributable to the items of income, gain, loss or more Members are included in deduction allocated to such Member by the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) Company with respect to such Fiscal Year. The amount to be distributed shall be determined by the Board in consultation with the Company’s accountants and shall be computed for each Member (i) as if such Member were taxable at the highest applicable federal, state and local income Tax rates applicable to an individual domiciled in New York City, New York; provided that such rate may be increased or decreased from time to time as reasonably determined by the Board to take into account increases or decreases in applicable federal, state and local income tax rates for such location; (ii) as if allocations from the Company were, for such year, the sole source of income and loss for such Member (but determined without regard to allocations of any Company items deductible by individuals only under Code Section 212); and (iii) without regard to the carryover of items of loss, deduction and expense previously allocated by the Company to such Member. The Board may cause the Company to make Tax distributions to Members during any year to cover estimated Taxes based on good-faith estimates of their respective tax liabilities attributable to Company Tax items for such year. (b) Any distributions under Section 5.3(a) to and any Underpayment Amount required by law to be withheld or paid by the Company with respect to or on behalf of or that is otherwise allocable to a Holder shall be treated as an advance and offset against and shall reduce any amount otherwise distributable to a Member under Section 5.1 or Section 5.2. Promptly upon demand from the Company, a Holder shall pay to the Company an amount equal to any Underpayment Amount (to the extent not previously offset against any distributions under Section 5.1 or otherwise reimbursed to the Company by the Holder) that the Company has paid with respect to or on behalf of such Holder. Each Holder shall indemnify and hold harmless the Company and the other Holders from and against any liability arising out of the failure to deduct and withhold any Underpayment Amount.

Tax Distributions. (i) With respect to each Fiscal Year, In addition to the extent foregoing, if the Company has available cash for distribution by General Partner reasonably determines that the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations taxable income of the Company or any of its SubsidiariesPartnership for a Fiscal Year will give rise to taxable income for the Partners (“Net Taxable Income”), the Company shall, General Partner shall cause the Partnership to distribute Distributable Cash in respect of income tax liabilities (the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b). The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance withwith Article V, multiplied by the Assumed Tax Rate (the “Tax Amount”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored. Any Tax distributions shall be made to all Partners, whether or not they are subject to such applicable U.S. federal, state and local taxes, pro rata in accordance with their Participation Percentages. (ii) Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the extent ofdue date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Member’s Assumed Fiscal Year (the “Amended Tax Liability. Amount”), and shall cause the Partnership to distribute a Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis andDistribution, out of Distributable Cash, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict Amended Tax Amount so calculated exceeds the Company from making a Tax Distribution on any other date. Quarterly cumulative Tax Distributions shall take into account previously made by the estimated taxable income or loss Partnership in respect of such Fiscal Year. If the Company for Amended Tax Amount is less than the Fiscal Year through cumulative Tax Distributions previously made by the end Partnership in respect of the relevant quarterly period. A final accounting for Tax Distributions Fiscal Year, then the difference (the “Credit Amount”) shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined applied against, and any shortfall in shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a Member received for tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount of such Fiscal Year based on such final accounting (the “Final Tax Amount”) and shall promptly be distributed cause the Partnership to such Member. (ii) To distribute a Tax Distribution, out of Distributable Cash, to the extent a Member otherwise would be entitled to receive that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than its Percentage Interest the Amended Tax Amount in respect of the aggregate relevant Fiscal Year, then the difference (“Additional Credit Amount”) shall be applied against, and shall reduce, the amount of Tax Distributions to made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be paid treated as an amount actually distributed pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable yearthe computations herein.

Tax Distributions. (ia) With respect to For each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject will during such Fiscal Year use its reasonable efforts to any applicable agreement distribute to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed moneyeach Member, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiariessuch Fiscal Year, the Company shall, a distribution in an amount equal to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Presumed Tax LiabilityLiability for such Fiscal Year (a “Tax Distribution”), which Tax Distribution will be offset by the amount of Tax Advances for such Member for such Fiscal Year, as provided in Section 5.8. Such Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed made to the Members on a quarterly basis on or prior in the manner set forth in Section 5.7(c). (b) For purposes of this Section 5.7, “Presumed Tax Liability” for any Member for a Fiscal Year shall mean an amount equal to April 15th, June 15th, September 15th and January 15th the product of (i) the amount of taxable income (including any items required to be separately stated under Section 703 of the succeeding yearCode and taking into account any allocations under Section 704(c)) allocated to such Member for that Fiscal Year, and (or such other dates for which individuals or corporations (whichever is earlierii) are required to make quarterly estimated tax payments for U.S. the combined effective federal and state income tax purposesrate, adjusted for the federal deduction for state income taxes, applicable during a Fiscal Year for computing regular ordinary income tax liabilities (without reference to minimum taxes, alternative minimum taxes, or income tax surcharges) of a natural person residing in Utah in the highest bracket of taxable income. (eachc) The Company shall reasonably estimate the Presumed Tax Liability of each Member with respect to each quarter of the applicable Fiscal Year, a “Quarterly Tax Distribution”), provided, that the foregoing and shall not restrict the Company from making make a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account to each Member no less than ten (10) days prior to the quarterly federal estimated taxable income or loss of the Company tax payment due dates for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the individual taxpayers. (d) The amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly to be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate as a Tax Distributions to be paid Distribution pursuant to this Section 4.01(b) (other than 5.7 shall be computed as if any distributions made pursuant to Section 4.01(b)(v)5.1(f) on during such quarter were a Tax Distribution in respect of such quarter. Further, any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions Distribution made pursuant to this Section 4.01(b5.7 shall be considered an advance against the next distribution(s) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute payable to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such applicable Member pursuant to Section 4.01(b5.1(f) with respect to the Fiscal Year are less than the Tax Distributions and Section 12.2, and shall reduce such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b)distribution(s) on a dollar-for-dollar basis. (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect On or about each date (a “Tax Distribution Date”) that is five (5) Business Days prior to each Fiscal Yeardue date for a tax return of Newco or a Newco Group Member, as determined without regard to extensions, or other date on which Newco is required to satisfy a tax liability (including as a result of any audit or other proceeding or pursuant to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its SubsidiariesTax Matters Agreement), the Company shall, shall be required to (x) make a Distribution to the extent permitted by applicable LawNewco Group Members such that the Newco Group Members receive the amount required to enable Newco or the Newco Group Member to meet its tax obligations, make cash distributions including its obligations pursuant to the Tax Matters Agreement, due on such date (a “Newco Group Members Tax DistributionsDistribution”) and (y) make a Distribution to each Member in accordance with, and other than the Newco Group Members so that the Distributions made to the extent of, such Member’s Assumed Tax Liability. Tax Newco Group Members under clause (x) and the Distributions pursuant made to each other Newco Group Member under this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th clause (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earliery) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. Interests on the applicable Tax Distribution Date (a “Member Tax Distribution” and, together with Newco Group Members Tax Distributions, “Tax Distributions”). (ii) If, on the date of a Tax DistributionDistribution Date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Newco Group Members Tax Distributions pursuant shall be made in full (to this Section 4.01(bthe extent of available funds) and Member Tax Distributions shall be made to the Members to the extent of available funds remaining after such Newco Group Members Tax Distributions in accordance with their the Members’ Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with to the Members’ respective Percentage Interests) Members as soon as funds become available sufficient to pay in a manner such that each Member has received the remaining portion of the same aggregate Tax Distributions such Member would have received if there had been sufficient funds available on the applicable Tax Distribution Date to which make the full amount of Tax Distributions required to have been made under Section 4.01(b)(i) on such Members are otherwise entitledTax Distribution Date. (iii) In the event The amount of any audit by, or similar event with, Tax Distribution to a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted Member pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to this Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year 4.01(b) shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were treated as having been made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in shall reduce the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall amounts that otherwise would be made to a Member only distributed to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled Members pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With Notwithstanding any other provision herein to the contrary, so long as the Company is treated as a partnership for federal and state income tax purposes, the Company shall distribute to the Unitholders in respect to each Fiscal Yearof their Units, in the proportions specified herein, to the extent the Company has that funds are legally available cash for distribution by the Company therefor and would not be prohibited under the Delaware Act and subject to any applicable agreement credit facility to which the Company or any of its Subsidiaries Subsidiary is a party governing the terms of third party indebtedness party, for borrowed moneyeach Fiscal Year an amount (any such amount, and subject a “Tax Distribution”) in cash equal to the retention and establishment of reservesproduct of: (i) the Company Income Amount for the Fiscal Year, or payment to third partiesmultiplied by (ii) the Assumed Tax Rate for such Fiscal Year. The “Company Income Amount” for a Fiscal Year shall be an amount, of such funds as the Manager deems necessary or desirable in its sole discretion with respect if positive, equal to the reasonable needs and obligations net taxable income of the Company or for such Fiscal Year, minus any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated net taxable income or loss of the Company for the any prior Fiscal Year through not previously taken into account for purposes of this Section 4.2 to the end extent such loss would be available under the Code to offset income of the relevant quarterly periodUnitholders (or, as appropriate, the direct or indirect partners or members of the Unitholders) determined as if income and loss from the Company was the only income and loss of the Unitholders (or, as appropriate, the direct or indirect partners or members of the Unitholders) in such Fiscal Year and all prior Fiscal Years. A final accounting The “Assumed Tax Rate” for a Fiscal Year shall be equal to the sum of the highest marginal federal, state, and local income tax rates applicable to any Unitholder residing in the United States or its partners or members, as determined by the Board based on the information available to it (taking into account the character of the Company’s income and the deductibility of state and local taxes for federal income tax purposes). Such Tax Distributions shall be made for to Unitholders on an estimated basis each Fiscal Year after quarter as determined by the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting Board. The Board shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate adjust subsequent Tax Distributions up or down to be paid pursuant to this Section 4.01(b) (other than reflect any distributions made pursuant to Section 4.01(b)(v)) on any given date, variation between such estimated quarterly Tax Distributions and the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to would have been computed under this Section 4.01(b4.1(b) are made pro rata in accordance with the Members’ respective Percentage Interestsbased on subsequent Tax information. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or Unitholders in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in proportion that the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed Company’s taxable income allocated to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions Unitholder pursuant to this Section 4.01(b) (other than, Article IV for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year (net of any taxable losses previously allocated to such Holder that are taken into account in determining the Company Income Amount for such Fiscal Year) bears to the Company’s total taxable income allocated to all Unitholders pursuant to this Section 4.01(bArticle IV for such Fiscal Year (net of any taxable losses previously allocated to all Unitholder that are taken into account in determining the Company Income Amount for such Fiscal Year). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, . Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition considered advances on Distributions to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Unitholders under Section 4.01(a4.1(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (ia) With respect to each Fiscal Year, Subject to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to limitations set forth in any applicable agreement to which the Company indenture or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reservesother credit, or payment to third parties, of such funds as the Manager deems necessary other financing and warehousing or desirable in its sole discretion with respect to the reasonable needs and obligations similar agreement governing indebtedness or other liabilities of the Company or any of its Subsidiariessubsidiaries, as soon as practicable following the end of each Quarterly Estimated Tax Period of each Taxable Year, the Company shall, to the extent permitted by applicable Lawof available cash of the Company, make a distribution in cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly “ Tax DistributionDistribution ”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, Interests in effect on the date of a such Tax Distribution, there are insufficient funds on hand to distribute in an amount equal to the Members greater of (1) the full excess of (i) the product of (x) the taxable income of the Company attributable to such period and all prior Quarterly Estimated Tax Periods in such Taxable Year, based upon (I) the information returns filed by the Company, as amended or adjusted to date, and (II) estimated amounts, in the case of periods for which the Company has not yet filed information returns (determined by disregarding any adjustment to the taxable income of any Member that arises under Code section 743(b) and is attributable to the acquisition by such Member of an interest in the Company in a transaction described in Code section 743(a)), multiplied by (y) the Assumed Tax Rate, over (ii) the aggregate amount of distributions made by the Company with respect to such Taxable Year (treating any Tax Distribution made with respect to income for such Taxable Year, regardless of when made, and any distribution other than a Tax Distribution made during such Taxable Year, as being made with respect to such Taxable Year) or (2) the amount necessary when paid to all the Members pro rata that will result in a payment to HLI sufficient to enable HLI to pay its actual tax liabilities (including estimated taxes) and all its other expenses and liabilities (including, but not limited to, its obligations under the Tax Distributions to which such Members are Receivable Agreement). In the case of the second and third Quarterly Estimated Tax Periods of each Taxable Year, the amount otherwise entitled, Distributions pursuant to distributable under this Section 4.01(b6.4(a) shall be made adjusted upwards to the Members extent necessary to take into account the applicable formula for calculating estimated tax payments required with respect thereto. (b) If, at any time after the end of a U.S. federal income tax year of the Company, the Company has a positive True-Up Amount, then subject to the limitations set forth in any indenture or other credit, or other financing and warehousing or similar agreement governing indebtedness or other liabilities of the Company or any of its subsidiaries, the Company shall, to the extent of available funds cash of the Company, make a Tax Distribution in accordance with their Percentage Interests and an amount equal to the Company shall make future Tax Distributions (True-Up Amount pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay Interests in effect on the remaining portion date of the such Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, Distribution. Any negative True-Up Amount for a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member Tax Distribution for purposes of this Section 4.01(b) with respect to such taxable yearthe following Taxable Year.

Tax Distributions. (i) With To the extent of Distributable Cash Flow, the Company shall distribute to each Member with respect to each Fiscal Yeartaxable year of the Company (excluding the taxable year in which the Company is being liquidated) an amount of cash equal to such Member’s Tax Liability Amount for such taxable year (a “Tax Distribution”). For this purpose, a Member’s “Tax Liability Amount” for any such taxable year of the Company means an amount equal to the Assumed Tax Rate multiplied by (a) the taxable income (including separately stated items) and gain allocated to such Member for such taxable year of the Company (as shown on the applicable Internal Revenue Service Form 1065 Schedule K-1 filed by the Company), minus (b) the cumulative losses that have been allocated to such Member for each taxable year of the Company to the extent the Company has available cash for distribution by the Company under the Delaware Act such losses have not previously reduced taxable income and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions gain pursuant to this Section 4.01(b)(i) provision. The “Assumed Tax Rate” shall mean the rate representing the highest federal and applicable state income tax rate in effect for an unmarried individual resident of the state of North Carolina, taking into account the character of income. To the extent feasible, Tax Distributions shall be estimated by the Company made on a quarterly basis and, to the extent feasible, shall be distributed to the Members based on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (estimates of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required Company’s taxable income to facilitate the Members’ ability to make quarterly estimated tax payments for U.S. federal with respect to their income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that from the foregoing shall not restrict Company. At such time as the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end a taxable year is finally determined for purposes of the filing of its federal income tax return for the relevant quarterly period. A final accounting for year, the amounts of any excess Tax Distributions calculated in the manner provided above received by the Members shall be used to offset the Company’s obligation to make future Tax Distributions to the Members for subsequent taxable years or by so reducing the proceeds of liquidation otherwise payable to such Member. All Tax Distributions made for each Fiscal Year after to a Member pursuant to this Section 4.2(d) shall be treated as an advance distribution to such Member and shall reduce the allocation amount of any distribution (other than Tax Distributions) to which such Member thereafter becomes entitled under this Agreement, whether from proceeds of the liquidation of the Company or otherwise. Notwithstanding the foregoing, no Tax Distribution shall be payable in connection with a sale or liquidation of the Company (including a sale of substantially all of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(bassets). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions out of Distributable Cash (“Tax Distributions”) pro rata to the Members in an amount sufficient so that each Member receives Tax Distributions in accordance with, and to an amount no less than the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), ; provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Fiscal Year, provided, however, that this sentence shall nonetheless be subject to Section 4.01(b)(ii). For the avoidance of doubt, no Tax Distribution shall be made with respect to any salary, bonuses, compensation for personal services or guaranteed payments made to any Member or in connection with the dissolution of the Company. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to including, for the avoidance of doubt, Section 4.01(b)(v4.01(b)(iii)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax DistributionDistribution Date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 taxable year (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunderthereof), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any In the event of any shortfall in the amount of Tax Distributions the Members and any Member or former Members Member received for the relevant Taxable Years taxable years based on such recalculated Assumed Tax Liability Liability, the Company shall promptly shall be distributed to make additional Tax Distributions pro rata until such Members and Member or the successors of such former MembersMember, as applicable, has received such shortfall, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years taxable years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall not be treated for all purposes as advances of other distributions and shall not reduce distributions pursuant to the other provisions of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to each Fiscal YearNotwithstanding Section 10.1(b), to the extent the Company has available cash a Member receives or is estimated to receive allocations of net taxable income and gain (including, without limitation, allocations of income pursuant to Section 9.3(b)) for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company a Fiscal Period (or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject portion thereof) that when added to the retention net taxable income and establishment of reserves, or payment gain from all prior Fiscal Periods exceeds net taxable deductions and losses previously allocated to third parties, of such funds as the Manager deems necessary or desirable Member in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions all prior Fiscal Periods (“Tax Excess Income”), but has not otherwise received aggregate corresponding Distributions of Net Cash Flow pursuant to Section 10.1 (taking into account all prior Distributions”) to each Member , including, without limitation, Distributions in accordance with, previous Fiscal Periods and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i10.1(a)) shall be estimated by sufficient to pay (i) the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (greater of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposesor U.S. federal alternative minimum income tax, plus (ii) the greater of the state and local income tax or state and local alternative minimum income tax, on such Member’s Excess Income (eachincluding any estimate thereof) based on the Assumed Tax Rate (“Distribution Shortfall”), the Company shall distribute to the Members a sufficient amount of Net Cash Flow (limited to the amount thereof) to satisfy such Distribution Shortfall for each Member (“Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made quarterly (15 days prior to the due date) in an amount necessary for each Fiscal Year after the allocation payment of U.S. federal estimated or income tax (as applicable) in amounts sufficient to satisfy the U.S. federal, state and local estimated and income tax obligations of the Members (calculated based on the Assumed Tax Rate and the Company’s actual net estimate of the taxable income or loss has been determined and any shortfall in that will be allocated to such Members for the amount current Fiscal Period). In the event that Net Cash Flow is insufficient to satisfy the Tax Distribution requirements of this Section 10.1(a) when payable, such deficiency shall be satisfied as soon as Net Cash Flow exists. Any Tax Distributions Distribution paid to a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to under this Section 4.01(b10.1(a) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, after the Tax Distributions Effective Date shall be treated as a preliminary Distribution of future amounts due to such Member shall be increased under Section 10.1(b)(ii) and any future Distributions due to ensure that all Distributions made pursuant to this such Member under Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b10.1(b)(ii) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubtadjusted so that, to the greatest extent possible, aggregate Distributions were made are according to such Members and former Members pursuant the Section 10.1(b) priorities. Amounts distributed to Section 4.01(a) and this Section 4.01(b) satisfy estimated tax payments shall be taken into account in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, computing subsequent Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b)hereunder. (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to each Fiscal Year, Notwithstanding any other provision of this Section 5.03 to the extent the Company has available cash for distribution by the Company under the Delaware Act and contrary (but subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shallSection 5.03(e)(ii)), to the extent permitted by applicable LawLaw and consistent with the Company’s obligations to its creditors as determined by the Managing Member, to the extent out of Available Cash, the Company shall make cash distributions (“Tax Distributions”pursuant to this Section 5.03(e)(i) to each Member in accordance with, and at least two (2) Business Days prior to the extent ofdate on which any U.S. federal corporate estimated tax payments are due (or at such other times as are necessary to permit the Members or their beneficial owners to discharge their U.S. federal, state and local estimated tax payment responsibilities, as reasonably determined by the Managing Member), in an amount equal to such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be Distribution Amount (estimated by the Company on a quarterly basis andby the Managing Member, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take taking into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period). A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and for a fiscal year (or applicable portion thereof) and, unless otherwise determined by the Managing Member, any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year fiscal year based on such final accounting shall shall, to the extent permitted by law and consistent with the Company’s obligations to its creditors as determined by the Managing Member, be promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)5.03(e) on any given date, then unless otherwise determined by the Managing Member and such Member acting reasonably and in good faith, the Tax Distributions to such Member shall be increased to ensure that all such Tax Distributions made pursuant to this Section 4.01(b5.03(e) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax DistributionDistribution date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Tax Distributions pursuant to this Section 4.01(b5.03(e) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests the Tax Distributions that would have been paid to them had no such limitation existed and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage InterestsTax Distributions that would have been paid to the Members had no applicable limitation existed) as soon as promptly after funds become available sufficient to pay the remaining portion of Tax Distributions to which such Members would have been entitled had sufficient funds been available. In addition, notwithstanding the foregoing, to the extent that a Tax Distribution that would be made to PubCo exceeds the PubCo Modified Distribution Amount, the Managing Member may reduce the Tax Distribution payable to PubCo in an amount up to the amount of such excess (and, if there are insufficient funds on hand to distribute to the Members other than PubCo the full amount of the Tax Distributions to which such other Members are otherwise entitled. , then the Managing Member shall, pursuant to this sentence, reduce the Tax Distribution payable to PubCo in an amount equal to the lesser of (iiii) In the event amount of such excess or (ii) the aggregate amount required to permit the other Members to receive Tax Distributions equal to the amount they would have received under this Section 5.03(e) were sufficient cash available to make full Tax Distributions under such provision, with the amount of any audit bysuch reduction being paid as Tax Distributions to the other Members pro rata in accordance with the Tax Distributions to which such other Members are otherwise entitled). For purposes of this clause (ii), or similar event withthe “PubCo Modified Distribution Amount” shall mean the Tax Distribution Amount of PubCo, a taxing authority adjusted as determined by the Managing Member to (w) reflect the marginal combined corporate income tax rates to which PubCo is subject, (x) reflect any adjustments with respect to PubCo pursuant to Section 743(b) of the Code, (y) include any amounts that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted PubCo is required to pay pursuant to the Revised Partnership Audit Provisions for which no election is made Tax Receivable Agreement and (z) take into account other reductions or modifications as determined by the Managing Member. Any distributions paid pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such 5.03(b) during a fiscal year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubtshall, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, of Tax Distributions pursuant otherwise required to this Section 4.01(b) (other thanbe paid during such fiscal year, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous treated as Tax Distributions to paid during such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable fiscal year.

Tax Distributions. (i) With respect to each Fiscal Year, Subject to the extent terms and conditions hereof and provided that no such Distribution would render the Company has available cash for distribution by insolvent, the Company under the Delaware Act and Board of Managers shall (subject to any applicable agreement to which required lender consents if the Company or any of its Subsidiaries is then in default under any credit agreement to which any of them is a party governing party) cause the terms Company to make, as and when determined by the Board of third party indebtedness for borrowed moneyManagers, but no less often than on an annual basis, a distribution (only to the extent of available cash at the Company and subject to the retention such terms and establishment of reserves, or payment to third parties, of such funds conditions as the Manager deems necessary or desirable Board of Managers may impose) to each Member pro rata in its sole discretion accordance with that Member’s percentage ownership of Units calculated to ensure that the aggregate amount of all distributions paid by the Company in all years to the Member with the highest estimated actual tax liability with respect to cumulative net taxable income allocations from the reasonable needs Company, but excluding gain from the sale of all or substantially all assets of the Company is equal to such estimated actual tax liability (which is deemed to be the highest marginal combined tax rate for an individual resident of New York, New York), determined by the Board of Managers as if allocations from the Company were, for any taxable year, the sole source of income and obligations loss for such Member (“Tax Distribution”); provided, that if such Tax Distribution would result in a default or event of default under any credit agreement of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“no Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) Distribution shall be estimated by made unless the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (Board of the succeeding year) (or Managers approves such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly pro rata Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a that, if such pro rata Tax Distribution on is not approved by the Board of Managers, a lower or disproportionate Tax Distribution that does not result in a default or event of default under any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss credit agreement of the Company for or any of its Affiliates may be made if approved by the Fiscal Year through the end Board of the relevant quarterly period. A final accounting for Managers; provided, further, that if a disproportionate Tax Distributions Distribution is paid to Gryphon, such payment shall be made for each Fiscal Year after in the allocation form of the Company’s actual net taxable income or loss has been determined limited recourse (to their Interests and any shortfall in the amount of Tax Distributions proceeds thereof) advances, to be repaid or recovered at a Member received for such Fiscal Year based future date or on such final accounting shall promptly be distributed to such Member. (ii) exit, whichever occurs first. To the extent a Member otherwise would be entitled to receive less than its Percentage Interest the provisions of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b5.1(a) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given datecannot be fully implemented, the Tax Distributions to Board of Managers may make such Member shall be increased alternative arrangements as are necessary to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with each Member receives the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount economic benefit of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to contemplated under this Section 4.01(b5.1(a) . All Members shall be made use their reasonable commercial efforts to the Members persuade any lender to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions agree to permit (if such lender’s consent is required) pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitledDistributions. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. Prior to any distribution pursuant to the provisions of Section 4.1(a), distributions of Distributable Cash Flow of the Venture for any fiscal year (plus, to the extent there is insufficient Distributable Cash Flow of the Venture in any fiscal year to make all of the distributions called for in this Section 4.1(b), undistributed Distributable Cash Flow of prior fiscal years) shall be made as follows and in the following order of priority: (i) With respect to each Fiscal Yearany period for which the Partners or the Indirect Partners are required to make estimated Tax payments, if any Partner would be allocated taxable income of the Venture for federal, state and/or local income tax purposes if such period were a separate taxable year (and for this purpose all items of income, gain, loss or deduction of the Venture required to be separately stated pursuant to Section 703 of the Code shall be included in this calculation of taxable income (other than the amount, if any, by which capital losses exceed capital gains)), then at least 5 days prior to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject date on which corporations are required to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion make estimated Tax payments with respect to such period (or if there is a change in law relating to the reasonable needs and obligations required date for filing of estimated Tax payments, such earlier date as the Managing Partner shall determine to maintain the intent of the Company or any of its Subsidiariesparties), the Company shallVenture shall distribute to all Partners (such distribution to each Partner being referred to as such Partner’s “Tax Distribution Amount”), an aggregate amount of Distributable Cash Flow sufficient to provide each Partner with at least an amount equal to (x) the Effective Tax Rate multiplied by (y) such Partner’s share of the taxable income of the Venture (other than the amount, if any, by which capital losses exceed capital gains) for such period net of any prior losses allocated to such Partner and not previously applied as an offset to such Partner’s share of taxable income, excluding any such taxable income resulting from allocations of items of gross income and gain pursuant to Section 4.3(c) (such Partner’s “Adjusted Taxable Income”); provided, however, that at least 5 days prior to the extent permitted by applicable Lawdate on which the Partners or Indirect Partners are required to pay federal, make cash distributions (“state or local income Tax Distributions”) with respect to each Member in accordance witha fiscal year, a final calculation shall be made of the Partners’ Adjusted Taxable Income for such fiscal year, and if the sum of the Tax Distribution Amounts to the extent ofPartners made for each estimated tax period during such fiscal year differs from the Tax Distribution Amounts calculated based on such final determination of the entire fiscal year’s Adjusted Taxable Income, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, difference shall be distributed to the Members on Partners or paid by the Partners to the Venture, as the case may be. If there is a quarterly basis on or prior subsequent increase in any Partner’s Adjusted Taxable Income for any fiscal period (as a result, for example, of an audit by a governmental unit), the Venture shall distribute to April 15ththe Partners, June 15thin proportion to their Percentages, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required an aggregate amount sufficient to permit each Partner to make quarterly estimated tax payments for U.S. federal income tax purposesany payment of Taxes due by reason of such increase in Adjusted Taxable Income. Any amounts distributed to a Partner to this Section 4.1(b)(i) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined treated as an advance distribution of, and any shortfall in shall reduce the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed otherwise distributable to such MemberPartner pursuant to Sections 4.1(a) and 4.1(c). (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given dateThe Venture shall withhold and deposit, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. Ifas required under applicable law, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent each Partner all previous Tax Distributions to such Member pursuant to Section 4.01(b) withholding Taxes imposed with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect allocation of taxable income or distributions to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions Partner. Such amounts shall be treated as a distribution to such Partner for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to . To the extent two or more Members that any such amounts are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return required to be withheld with respect to a given taxable yearPartner’s Adjusted Taxable Income or any distributions to be made to such Partner pursuant to Section 4.1(b)(i), such Members shall be aggregated and the amount treated as a single Member for purposes distribution pursuant to this Section 4.1(b)(ii) exceeds the amount that would otherwise be distributed to such Partner under the other provisions of Section 4.1, such excess shall be treated as a loan from the Venture to the Partner (a “Tax Loan”) that shall be payable upon demand and shall bear interest, from the date that the Venture made the payment to the relevant taxing authority, at the lesser of (i) a variable rate per annum at all times equal to two hundred (200) basis points in excess of the Thirty Year Treasury Xxxx rate of interest as published from time to time in The Wall Street Journal or (ii) the maximum legal interest rate under applicable law. So long as any Tax Loan or the interest thereon remains unpaid, the Venture shall make future distributions due to such Partner under this Agreement by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Loans of such Partner and then to the repayment of the principal of all Tax Loans of such Partner. The Managing Partner shall have the authority to take all actions necessary to enable the Venture to comply with the provisions of any withholding tax act applicable to the Venture and to carry out the provisions of this Section 4.01(b4.1(b)(ii). Nothing in this Section 4.1(b)(ii) with respect shall create any obligation on any Partner to such taxable yearadvance funds to the Venture or to borrow funds from third parties in order to make any payments on account of any liability of the Venture under any withholding tax act.

Tax Distributions. (i) With respect to each Fiscal Taxable Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to before each April 15th, June 15th, September 15th and January December 15th (of the succeeding year) (or such other dates for which corporations or individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”), ; provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other datedate as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Taxable Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Year. For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to the second clause of the last sentence of this Section 4.01(b)(ii) in respect of a shortfall, pursuant to the last sentence of Section 4.01(b)(iii) in respect of a shortfall, or pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) Interests at the time of such shortfalls as soon as sufficient funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority Governmental Entity that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax returnreturn or administrative adjustment request, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members in accordance with the applicable Members’ and former Members’ Percentage Interests at the time of such shortfalls, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Taxable Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Taxable Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, a final accounting for distributions under Section 5.1(a)(i) and (ii) of the Original LLC Agreement in respect of the taxable income of the Company for the Taxable Years (or portions thereof) of the Company that end on or prior to the Effective Date shall be made by the Company following the closing date of the IPO and, based on such final accounting, the Company shall make a distribution to the Pre-IPO Members (or in the case of any Pre-IPO Member that no longer exists, the successor of such Pre-IPO Member) to the extent of the excess of the amount of distributions the Pre-IPO Members would have been entitled to receive pursuant to such subsections (without regard to the amendment and restatement of such Original LLC Agreement as of the Effective Date, no Member shall have any further right ) over the amount of distributions the Pre-IPO Members received prior to any Tax Distributions the Effective Date under Section 5.1(a)(i) and (as defined in ii) of the Previous Original LLC Agreement) Agreement with respect to taxable income of the Company for such portion of such Taxable Year that will be allocated to the Pre-IPO Members (determined pursuant to Section 4.1(a) 706 of the Previous LLC Agreement. (vi) Code). For the avoidance of doubt, Tax Distributions shall the amount of distributions to be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member made pursuant to this Agreement, including any distributions to which a Member is entitled Section 4.01(b)(v) shall be calculated pursuant to the methodology set forth in Section 4.01(a). 5.1(a)(i) and (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1ii) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable yearOriginal LLC Agreement.

Tax Distributions. (i) With respect to each Fiscal YearSo long as the Company is treated as a partnership for federal income tax purposes, to the extent that funds of the Company has are or may be available cash for distribution by the Company under the Delaware Act and subject to any without violation of applicable agreement law or Warehouse Facilities to which the Company or any of its Subsidiaries is a party governing subject, in each Taxable Year, the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of Board shall cause the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) Distributions to each Member Unitholder in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (an amount of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) cash (each, a “Quarterly Tax Distribution”) that equals (x) + (y), provided, that where (x) equals (i) the foregoing shall not restrict amount of taxable income allocable by the Company from making a Tax Distribution to such Unitholder in respect of such Taxable Year (excluding the effects of any adjustments under Section 734(b) or Section 743(b) of the Code), and net of taxable losses allocated by the Company to the Unitholder in respect of prior Taxable Years beginning on any other date. Quarterly Tax Distributions shall take or after February 1, 2021 and not previously taken into account under this clause to the estimated taxable extent that such loss would be available under the Code to offset income of the Unitholder (or, as appropriate, the direct or indirect partners, members or shareholders of the Unitholder) determined as if income and loss from the Company was the only income and loss of the Company for Unitholder (or, as appropriate, the Fiscal direct or indirect partners, members or shareholders of the Unitholders) in such Taxable Year through and all prior Taxable Years beginning on or after February 1, 2021), multiplied by (ii) the applicable Assumed Tax Rate, and (y) equals the Unsatisfied Tax Distribution Entitlement with respect to the Unitholder determined as of the end of the relevant quarterly period. A final accounting immediately preceding Taxable Year (for the avoidance of doubt, the value of (y) may be negative if the Tax Distributions in an earlier year exceeded the amount described in (x) for such earlier year). The Tax Distributions required to be made pursuant to the previous sentence shall be made at least quarterly and shall be made no later than April 1, June 1, September 1 and December 1 of each calendar year unless otherwise determined by the Board. The portion of the Tax Distributions for each Fiscal a Taxable Year after paid out to a Unitholder on any Tax Distribution payment date shall be a portion of the allocation total Tax Distributions for such Taxable Year that is at least equal to such Unitholder’s next estimated income tax payment required solely as a result of such Unitholder’s ownership of Units. For the avoidance of doubt, following the filing of the Company’s actual net taxable income or loss has been determined and any shortfall in Schedule K-1 for a Taxable Year, each Unitholder’s Unsatisfied Tax Distribution Entitlement (including for the year with respect to which the Schedule K-1 was filed) shall be revised to reflect the difference, if any, between the cumulative amount of Tax Distributions a Member received actually made to such Unitholder for the Taxable Year to which such Schedule K-1 relates and the amount described in the first sentence of this Section 4.1(a) for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) year. To the extent that a Member Unitholder otherwise would be entitled to receive less than its Percentage Interest pro rata share (based on the number of Class A Common Units held by such Unitholder) of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)4.1(a) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b4.1(a) are made pro rata to the Unitholders in accordance with the MembersUnitholders’ respective Percentage Interests. If, pro rata share of the total Tax Distributions paid (based on the date number of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for Class A Common Units held by each Unitholder). For any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in which the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, payable to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions Public Offering Entity pursuant to this Section 4.01(b4.1(a) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only results in an increase to the extent all previous Excess Tax Distributions to Distribution Amount, the amount of such Member pursuant to Section 4.01(bincrease (the “Incremental Excess Tax Distribution Amount”) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a)accordance with Exhibit A attached hereto. (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to before April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), ; provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Fiscal Year. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions Distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions Distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, a final accounting for distributions under Section 5.1(a) of the Initial LLC Agreement in respect of the taxable income of the Company for Fiscal Years (or portions thereof) of the Company that ends on or prior to the Effective Date shall be made by the Company following the Effective Dateclosing date of the IPO and, no Member based on such final accounting, the Company shall have any further right make a distribution to any Tax Distributions the Pre-IPO Members (as defined or in the Previous case of any Pre-IPO Member that no longer exists, the successor of such Pre-IPO Member) in accordance with the applicable terms of the Initial LLC AgreementAgreement to the extent of any shortfall in the amount of distributions the Pre-IPO Members received prior to the Effective Date under Section 5.1(a) of the Initial LLC Agreement with respect to taxable income of the Company for such portion of such Fiscal Year that will be allocated to the Pre-IPO Members pursuant to Section 4.1(a) 706 of the Previous LLC Agreement. (vi) Code. For the avoidance of doubt, Tax Distributions shall the amount of distributions to be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member made pursuant to this Agreement, including any distributions to which a Member is entitled Section 4.01(b)(v) shall be calculated pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(15.1(a) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable yearInitial LLC Agreement.

Tax Distributions. Notwithstanding the other provisions of this Section 5, if at any time any Member’s Tax Liability in respect of a taxable year exceeds the distributions to such Member in respect of such taxable year pursuant to this Section 5.1 other than distributions pursuant to Section 5.1(b) (such excess, the Member’s “Unpaid Tax Liability”), such Member shall have the right to receive a distribution of the Unpaid Tax Liability at least thirty (30) days before the date on which any quarterly estimated tax payments are due, provided that each Member shall be entitled to an additional payment on or before March 1 of each calendar year to the extent the total amounts distributed under this Section 5.1(a) with respect to the immediately preceding taxable year are less than each Member’s Unpaid Tax Liability as of the end of such year; provided further that if such estimated distributions to any Member exceed the actual amount required pursuant to this Section 5.1(a), such Member shall promptly repay such excess to the Company. In the event that two or more Members are entitled to distributions pursuant to this Section 5.1(a), and the Company does not have available funds sufficient to make all such distributions in full, then such funds which are available for such distributions shall be distributed in proportion to the Members’ Unpaid Tax Liabilities. Notwithstanding the foregoing, no Tax Distributions shall be made in connection with a liquidation. For purposes of this Agreement, the “Tax Liability” of any Member for each taxable year or portion thereof shall equal (A) such Member’s distributive share of the taxable income of the Company for such taxable year or portion thereof less any loss, deduction or credit for prior taxable years that has not previously reduced such Member’s distributable share of taxable income pursuant to this Section 5.1(a) to the extent that such item is permitted to reduce taxable income, multiplied by (B) the highest combined federal, state and local tax rate (expressed as a percentage, using the greater of the combined federal, state and local tax rate applicable to individuals and the combined federal, state and local tax rate applicable to corporations, regardless of whether such Member is in fact an individual or corporation) applicable to any Member and assuming such Member was subject to the highest statutory marginal tax rates in the jurisdiction in which it is domiciled or resides (or if higher, in which the Company does business), after taking into account the federal deduction for state income taxes and any limits thereon, as reasonably determined by the Board of Managers. In determining the Tax Liability of any Member, the amounts of income, loss, or payment in (A) above shall include amounts attributable to (i) With respect to each Fiscal Yeara Member’s direct or indirect owners, to the extent the Company has available cash for distribution Member is a partnership, disregarded entity, or S corporation, and (ii) any tax imposed by the Company under Commonwealth of Massachusetts on the Delaware Act and subject income of SK Retail Inc. pursuant to Mass. Xxx. X. xx. 00 § 00X(x)(xx) (the so-called “Big S Sting Tax”). Further, in determining the Tax Liability of any Member in respect of the Series A Convertible Preferred Units held by such Member, the Board shall also determine the portion of that Tax Liability properly attributable to any applicable agreement Series A Conversion Payment Amount relating to which the Company or any of its Subsidiaries is those Units. Distributions made to a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes5.1(a) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions ) shall be made for each Fiscal Year after treated as an advance of, and shall reduce, without duplication, future distributions and, as applicable, the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed Series A Conversion Payment Amount, to such Member. ; provided, however, that (i) Tax Distributions received by a holder of Series A Convertible Preferred Units shall not reduce such holder’s right to receive distributions pursuant to Section 5.1(d)(i) in an amount at least equal to the Series A Original Issue Price, and (ii) To the extent Tax Distributions received by a Member otherwise would be entitled holder of Series B Convertible Preferred Units shall not reduce such holder’s right to receive less than its Percentage Interest of distributions pursuant to Section 5.1(d)(i) in an amount at least equal to the aggregate Series B Original Issue Price and (iii) Tax Distributions to SK Retail Inc. shall not be paid pursuant to treated as advances of, and shall not reduce or offset any other distributions under this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt5, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only are attributable to the extent all previous Tax Distributions to Big S Sting Tax, but reduced by any federal tax deduction or benefit in respect of such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b)Tax. (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to On or about each Fiscal Year, to the extent the Company has available cash date (a “Tax Distribution Date”) that is five (5) Business Days prior each due date for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness each quarterly “estimated tax” payment for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its SubsidiariesU.S. federal income tax purposes, the Company shall, shall be required to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) a Distribution to each Member of cash in accordance with, and an amount equal to the extent of, excess of such Member’s Assumed Tax Liability. Tax , if any, for such quarter over the Distributions previously made to such Member pursuant to this Section 4.01(b)(i4.01(b) shall be estimated by with respect to such taxable period (the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax DistributionDistributions”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) In the event that the Assumed Tax Liability determined with respect to the Corporation is less than the actual amount that the Corporation is required to pay in respect of U.S. federal, state and local income taxes, the Tax Distributions made to the Corporation shall be increased so that the Corporation receives an amount sufficient to pay its actual U.S. federal, state and local income tax liabilities, as determined by the Manager in good faith. (iii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to including as a result of Section 4.01(b)(v4.01(b)(ii)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective such Member’s Percentage Interests. Interest. (iv) If, on the date of a Tax DistributionDistribution Date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iiiv) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder)taxable year, or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years taxable years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years taxable years sufficient to cover such shortfall. (ivvi) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b4.01(a) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to each Fiscal Year, to the extent Member the Company has available cash shall calculate the excess of (x) (A) the Income Amount allocated or allocable to such Member for distribution the Tax Estimation Period in question and for all preceding Tax Estimation Periods, if any, within the Taxable Year containing such Tax Estimation Period multiplied by (B) the Company under Assumed Tax Rate over (y) the Delaware Act and subject to any applicable agreement to which the Company or any aggregate amount of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, all prior Tax Distributions in respect of such funds as the Manager deems necessary or desirable in its sole discretion Taxable Year and any Distributions made to such Member pursuant to Section 4.1(b) and Section 4.1(c), with respect to the reasonable needs Tax Estimation Period in question and obligations of any previous Tax Estimation Period falling in the Company or any of its Subsidiaries, Taxable Year containing the Company shall, applicable Tax Estimation Period referred to in (x)(A) (the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions amount so calculated pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, sentence is herein referred to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, as a “Quarterly Member’s Required Tax Distribution”). For purposes of this Agreement, provided, that the foregoing shall not restrict the Company from making “Income Amount” for a Tax Distribution on Estimation Period shall equal, with respect to any other date. Quarterly Tax Distributions shall take into account Member, the estimated net taxable income or loss and gain of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income allocated or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions allocable to such Member shall be increased for such Tax Estimation Period (excluding any compensation paid to ensure that all Distributions made pursuant to a Member outside of this Section 4.01(b) are made pro rata Agreement). For the purpose of calculating the Income Amount for a Member in accordance with the Members’ respective Percentage Interests. Ifany Tax Estimation Period, on the date of a Tax Distribution, there are insufficient funds on hand to distribute any applicable adjustment to the Members the full amount basis of partnership property required to be made under Section 734 or Section 743 of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions Code (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, exceptincluding, for the avoidance of doubt, under Treasury Regulations Section 1.743-1(f) with respect to the extent Distributions were made mergers occurring in connection with the Reorganization (as defined in the Tax Receivable Agreement)), including as a result of an election by the Company under Section 754 of the Code, shall not be taken into account. Except as provided in the preceding sentence, the Income Amount with respect to each Member shall otherwise be determined in accordance with Section 4.4 hereof. Within fifteen (15) days following the end of each Tax Estimation Period, the Company shall distribute to the Members pro rata based upon the number of Units held by each such Members and former Members other Member, an amount per Unit equal to the greatest result obtained by dividing each Member’s Required Tax Distribution by the number of Units held by such Member (with amounts distributed pursuant to this Section 4.01(a4.1(d), “Tax Distributions”). Any Tax Distributions shall be treated in all respects as offsets against future distributions pursuant to this Agreement. (ii) If the amount of any Tax Distribution is reduced as a result of any prior Distribution taken into account under clause (y) of the first sentence of Section 4.1(d)(i), the amount of such prior Distribution resulting in such reduction shall be treated as a Tax Distribution for purposes of this Article IV and not a Distribution under Section 4.1(b) and Section 4.1(c) regardless of whether such Distribution was labeled as such. (iii) For purposes of this Agreement, the “Assumed Tax Rate” for a Tax Estimation Period shall initially be equal to the highest effective marginal combined U.S. federal, state and local income tax rate (including, if applicable, under Section 4.01(b) 1411 of the Code), in each case taking into account all jurisdictions in which the Company is required to file income tax returns and the relevant apportionment information, in effect for the applicable Taxable Years sufficient Year, taking into account the character of any income, gains, deductions, losses or credits, the deductibility of state income taxes (provided, that, for administrative convenience, it shall be assumed that no portion of any state or local taxes shall be deductible for so long as the limitation set forth in Section 164(b)(6)(B) of the Code as of the date hereof remains applicable). The Assumed Tax Rate shall be the same for all Members regardless of the actual combined income tax rate of the Member or its direct or indirect owners. The Managing Member shall have the authority, in its reasonable discretion, to cover make appropriate adjustments to the Assumed Tax Rates, which shall in any event reflect at a minimum the highest marginal combined federal and state tax rate applicable to any Member holding Common Units (on a look-through basis to the ultimate owner of such shortfallUnits for so long as any Member holding such Units is a pass-through entity for income tax purposes). For purposes of this Agreement, “Tax Estimation Period” shall ​ mean each period from January 1 through March 31, from April 1 through May 31, from June 1 through August 31, and from September 1 through December 31 of each Taxable Year. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Dateherein, no Member shall have Tax Distributions will be required to be made with respect to items arising with respect to any further right Covered Transaction, although any unpaid Tax Distributions with respect to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant Estimation Period, or portion thereof, ending before a Covered Transaction shall continue to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition required to be paid prior to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Distributions being made under Section 4.01(a4.1(b) and (c). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to each Fiscal Taxable Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent it has Distributable Cash and is permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax LiabilityLiability (“Tax Distributions”). Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to before each April 15th, June 15th, September 15th and January December 15th (of the succeeding year) (or such other dates for which corporations or individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”), ; provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other datedate as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Taxable Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to the second clause of the last sentence of this Section 4.01(b)(v)4.01(b)(ii) in respect of a shortfall or pursuant to the last sentence of Section 4.01(b)(iii) in respect of a shortfall) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage InterestsInterests (except, for the avoidance of doubt, to the extent a Member’s Tax Distributions are subject to offset pursuant to Section 5.06). If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage InterestsInterests (determined at the time of such shortfalls) as soon as sufficient funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority Governmental Entity that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax returnreturn or administrative adjustment request, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members in accordance with the applicable Members’ and former Members’ Percentage Interests (determined at the time of such shortfalls), except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member for the applicable Taxable Year only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal such Taxable Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Taxable Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (ia) With respect Subject to Section 5.15, after the end of each quarter of the Fiscal Year, to the extent of Available Cash from Greystone Select I, the Company has available cash for distribution shall distribute to each Class A Member an amount (a “Tax Distribution”) by which (a) United States federal, state and local income taxes that would be payable by a Class A Member who is an individual resident of New York City who pays tax at the Company under highest aggregate marginal tax rates (taking into account the Delaware Act deductibility of state and local income taxes, subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of limitations on such funds as the Manager deems necessary or desirable in its sole discretion deductibility) with respect to the reasonable needs and obligations income of the Company or any of its Subsidiaries, the Company shall, allocated to the extent permitted by applicable Law, make cash distributions such Class A Member (“Tax Distributions”) to each Member in accordance with, and to the extent of, treating all such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (income as ordinary income regardless of the succeeding yearcharacter of such income and treating such income as being generated within New York City) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting Company ending in such year and for Tax Distributions shall be made for each all prior Fiscal Year Years, and after the allocation giving effect to all deductions and losses of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Company allocated to such Class A Member received for such Fiscal Year based on such final accounting shall promptly be and prior Fiscal Years, if applicable, exceeds (b) all amounts previously distributed (or deemed distributed) to such Member. (ii) To the extent a Class A Member otherwise would be entitled to receive less than in respect of its Percentage Interest of the aggregate Tax Distributions to be paid Class A Units pursuant to this Section 4.01(b) (other than any distributions made pursuant Agreement. If Available Cash from Greystone Select I is not sufficient to Section 4.01(b)(v)) on any given date, pay the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full entire amount of the Tax Distributions to which such Class A Members are otherwise entitledin any year, Distributions pursuant to this Section 4.01(b) Available Cash from Greystone Select I shall be made distributed pro rata among the Class A Members based on the Tax Distributions they would have received if Available Cash from Greystone Select I was sufficient. In addition, each year, in the calendar quarter in which Schedule K-1s are issued to each Member, a calculation will be performed to determine the difference between a) the total cumulative amount of Tax Distributions actually distributed in the taxable periods covered by the Schedule K-1s received to date and b) the total cumulative amount of Tax Distributions calculated as payable based on the actual Schedule K-1 data compiled for the applicable taxable periods to date. The difference resulting from this calculation will be applied to the Members following Tax Distribution thereby completing a true up of the actual cumulative Tax Distributions to the Tax Distributions based on the Members’ Schedule K-1 data. (b) Subject to Section 5.16, after the end of each quarter of the Fiscal Year, to the extent of available funds in accordance with their Percentage Interests and Available Cash from Greystone Select II, the Company shall make future distribute to each Class B Member a Tax Distributions Distribution by which (pro rata a) United States federal, state and local income taxes that would be payable by a Class B Member who is an individual resident of New York City who pays tax at the highest aggregate marginal tax rates (taking into account the deductibility of state and local income taxes, subject to any limitations on such deductibility) with respect to the income of the Company allocated to such Class B Member (treating all such income as ordinary income regardless of the character of such income and treating such income as being generated within New York City) for the Fiscal Year of the Company ending in accordance with such year and for all prior Fiscal Years, and after giving effect to all deductions and losses of the Members’ respective Percentage InterestsCompany allocated to such Class B Member for such Fiscal Year and prior Fiscal Years, if applicable, exceeds (b) as soon as funds become available all amounts previously distributed (or deemed distributed) to such Class B Member in respect of its Class B Units pursuant to this Agreement. If Available Cash from Greystone Select II is not sufficient to pay the remaining portion entire amount of the Tax Distributions to Class B Members in any year, Available Cash from Greystone Select II shall be distributed pro rata among the Class B Members based on the Tax Distributions they would have received if Available Cash from Greystone Select II was sufficient. In addition, each year, in the calendar quarter in which such Members Schedule K-1s are otherwise entitled. (iii) In the event of any audit by, or similar event withissued to each Member, a taxing authority that affects calculation will be performed to determine the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to difference between a) the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the total cumulative amount of Tax Distributions actually distributed in the Members taxable periods covered by the Schedule K-1s received to date and former Members received b) the total cumulative amount of Tax Distributions calculated as payable based on the actual Schedule K-1 data compiled for the relevant Taxable Years applicable taxable periods to date. The difference resulting from this calculation will be applied to the following Tax Distribution thereby completing a true up of the actual cumulative Tax Distributions to the Tax Distributions based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall’ Schedule K-1 data. (ivc) Notwithstanding anything to the foregoingcontrary herein, (i) each Tax Distributions Distribution made to a Class A Member or a Class B Member (as applicable) pursuant to this Section 4.01(b7.5 shall be treated as an advance to such Class A Member or Class B Member (as applicable) (other than, for the avoidance of doubt, any distributions made amounts to which they are otherwise entitled under pursuant to Section 4.01(b)(v)7.1, and shall reduce the amount of any other distributions to such Class A Member or Class B Member (as applicable) pursuant to Section 7.1 and (ii) solely for purposes of this Section 7.5, the aggregate amount of all taxable income of the Company allocated to each such Class A Member or Class B Member (as applicable) in respect of such quarter for such Fiscal Year shall be determined (x) without regard to adjustments under Section 743(b) of the Code and (y) with regard to any income or gain specially allocated to any Class A Member or Class B Member (as applicable) under Section 704(c) of the Code (including any increases in any such 704(c) gain), provided that if any, shall the proportion of any Tax Distributions otherwise to be made to a Member only to the extent would, as a result of application of Section 7.5(c)(ii)(y), exceed its Class A Percentage Interest or Class B Percentage Interest, as applicable, of all previous applicable Tax Distributions, additional Tax Distributions shall be made to each other Member such that each Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the receives Tax Distributions such Member otherwise would have been entitled in proportion to receive with respect to such Fiscal Year pursuant to this Section 4.01(bits Class A Percentage Interest or Class B Percentage Interest (as applicable). (vd) Notwithstanding the foregoing and anything The Company shall not be required to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to make any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, Distribution to the extent two and for so long as the Company is prohibited from making such Tax Distribution by applicable Law or more Members are included in if the same “affiliated group” (within Board otherwise restricts the meaning making of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect any such Tax Distribution pursuant to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes Sections 5.15 or 5.16 of this Section 4.01(b) with respect to such taxable yearAgreement.

Tax Distributions. (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to (i) any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to money (ii) the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, and (iii) Section 4.01(b)(viii), the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v) or Section 4.01(b)(viii)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b4.01(b)(i) through Section 4.01(b)(iii) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b4.01(b)(i) through Section 4.01(b)(iii) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year. (viii) Notwithstanding the foregoing or anything to the contrary in this Agreement: (A) No Class C Common Incentive Unitholder (whether or not such Member also holds Common Units) shall be entitled to a Tax Distribution pursuant to Section 4.01(b)(i) or Section 4.01(b)(iii), provided, for the avoidance of doubt, that such Class C Common Incentive Unitholder shall continue to be entitled to receive distributions pursuant to Section 4.01(b)(ii) in respect of both its Common Units and Class C Common Incentive Units. (B) In the event that the amount a Class C Common Incentive Unitholder’s Assumed Tax Liability exceeds the amount such Class C Common Incentive Unitholder is entitled to receive pursuant to Section 4.01(b)(ii), such Class C Common Incentive Unitholder shall be entitled to an additional Tax Distribution equal to the amount of such excess, subject to the terms and conditions otherwise applicable to the payment of Tax Distributions pursuant to Section 4.01(b)(i) and/or Section 4.01(b)(iii), mutatis mutandis. (C) Any Tax Distribution paid pursuant to Section 4.01(b)(viii)(B), above, shall be treated as an advance of amounts otherwise payable by the Company in respect of the Member’s Class C Common Incentive Units pursuant to Section 4.01(a), and shall reduce the amount to which the Class C Common Incentive Unitholder is entitled in respect of such Member’s Class C Common Incentive Units (but not, for the avoidance of doubt, any Common Units) pursuant to Section 4.01(a), Section 14.02, and/or in connection with an exchange of Class C Common Incentive Units described in Section 11.05.

Tax Distributions. (i) With respect On or about each date (a “Tax Distribution Date”) that is five (5) Business Days prior to each Fiscal Yeardue date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (or, if earlier, the due date for the U.S. federal income tax return of USCo, as determined without regard to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiariesextensions), the Company shall, to the extent permitted of Distributable Cash as determined by applicable Lawthe Manager in its sole discretion, be required to make cash distributions (“Tax Distributions”) a Distribution to each Member of cash in accordance with, and an amount equal to the extent of, excess of such Member’s Assumed Tax Liability. Tax , if any, for such taxable period over the Distributions previously made to such Member pursuant to this Section 4.01(b)(i4.01(b) shall be estimated by with respect to such taxable period (the Company “Tax Distributions”). Notwithstanding the foregoing, the Manager may, in its discretion, make such Tax Distributions on a quarterly basis andbasis, to the extent feasible, shall and any date on which such Tax Distributions are made will be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making considered a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company Date for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Memberpurposes hereof. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective such Member’s Percentage InterestsInterest. If, on the date of a Tax DistributionDistribution Date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members only to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as the Manager determines in its sole discretion that funds have become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder)Year, or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability shall, to the extent of Distributable Cash available therefor as determined by the Manager in its sole discretion, promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member (or its predecessor in interest) only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b4.01(a) with respect to the Fiscal Year are less than the Tax Distributions such Member (and its predecessor in interest) otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (ia) With respect To enable the Members (or their direct or indirect beneficial owners) to each Fiscal Yearpay taxes on income of the Company or its Subsidiaries that is taxable to the Members (or such owners), the Company shall, at the Board of Manager’s discretion, make, to the extent the Company has that funds are legally available cash for distribution by the Company therefor and would not be prohibited under the Delaware Act and subject to any applicable agreement credit facility to which the Company or any of its Subsidiaries Subsidiary thereof is a party governing party, cash distributions to the terms Members, during each Fiscal Year, pro rata among the Members based on their Percentage Interests (each, a “Tax Distribution”), in an aggregate amount equal to the greater of third party indebtedness (i) the minimum amount necessary so that the Parent Corporation Group receives, in the aggregate, at least an amount equal to its Assumed Tax Liability for borrowed moneythe Fiscal Year or (ii) the minimum amount necessary so that each Non-Corporation Member receives at least an amount equal to the product of (1) the highest aggregate rate of federal, state, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion local income tax imposed on any Member with respect to the reasonable needs Company’s income for that Fiscal Year (taking into account the deductibility of state and obligations local income taxes for federal income tax purposes), multiplied by (2) the amount of the taxable income of the Company allocated to such Non-Corporation Member for that Fiscal Year (including income includible with respect to the Company or any of the Company’s Subsidiaries by such Member or any of its Subsidiariesdirect or indirect beneficial owners by reason of Section 951, 951A or 956 of the Company shallCode or otherwise pursuant to subpart F of Part III of the Code, but excluding income recognized by such Non-Corporation Member (or any of its direct or indirect beneficial owners) with respect to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, issuance or vesting of such Member’s Assumed Tax LiabilityUnits). Tax Distributions pursuant to this Section 4.01(b)(i) shall be paid at least quarterly during each Fiscal Year at times that coincide with the corporate Members’ payment of estimated by taxes, and the Company on a quarterly basis and, to the extent feasible, amount of each distribution shall be distributed to based upon the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated anticipated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly perioddistribution and the anticipated amount of payments under the Tax Receivable Agreement for the Fiscal Year of the distribution. A final accounting for For purposes of determining whether sufficient Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has have been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability 4.2 with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubta Fiscal Year, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any all distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to by the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive Company with respect to such Fiscal Year shall be treated as Tax Distributions until the full amount of Tax Distributions is paid with respect to such Fiscal Year. (b) To the extent any Tax Distribution to a member of the Parent Corporation Group is not ultimately used by the Parent Corporation Group to pay a Tax liability (or to the extent used by the Parent Corporation Group to pay a Tax liability but ultimately refunded to the Parent Corporation Group by the applicable taxing authority) or to make a payment under the Tax Receivable Agreement, such member of the Parent Corporation Group may, in its sole discretion, elect to (i) distribute such excess cash amounts to the Corporation (as applicable) to be distributed by the Corporation to the shareholders of the Corporation, (ii) contribute such excess cash amounts to the Company in exchange for a number of Common Units or other equity securities of the Company on a value-for-value basis, and cause the Corporation to distribute Class A Shares to the holders of Class A Shares (if the Company issues Common Units to such member of the Parent Corporation Group) or such other equity securities of the Corporation (if the Company issues equity securities of the Company other than Common Units) corresponding to the equity securities issued by the Company and with substantially the same rights to dividends and distributions, or (iii) retain such excess cash amount. Notwithstanding clause (a) of the definition of Adjustment Factor, no adjustment shall be made to the Adjustment Factor solely by reason of a distribution by the Corporation of Class A Shares or other equity securities made pursuant to this Section 4.01(b4.2(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (ia) With respect Notwithstanding Section 5.2, if the Partnership receives distributions from Eclipse Resources pursuant to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations Section 5.4 of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions Eclipse Resources Partnership Agreement (“Tax Distributions”) attributable to a preceding taxable year of the Partnership, the Partnership shall make distributions as provided hereinafter in this Section 5.3 to the Partners: (i) if (A) the Partnership has taxable income for such taxable year and (B) the Partnership has sufficient working capital (as determined in good faith by the General Partner), after taking into account payment obligations of the Partnership, to make the distributions contemplated by this Agreement, and (ii) subject to limitations on such distributions contained in any credit facility or other agreement to which the Partnership is a party, cash distributions shall be made to each Member Partner who requests such distribution in accordance with, and the positive amount equal to the extent ofdifference between X minus Y, where “X” is the sum of (I) such MemberPartner’s Assumed Tax Liability. Tax Distributions pursuant to tax liability arising solely in respect of its ownership of a Partnership Interest for such taxable year (which tax liability, for the purposes of this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible5.3, shall be distributed calculated to equal the product of (1) such Partner’s share of the Partnership’s taxable income for such taxable year, as reflected in such Partner’s K-1 from the Partnership for such taxable year (including for such purpose such Partner’s share of any separately stated items such as depletion and gain or loss from the sale of oil and gas property), multiplied by (2) the combined maximum federal and applicable state and local income tax rates applicable to individual taxpayers in the states in which the Partnership has income and gains being allocated to the Members on a quarterly basis on or prior to April 15thPartners for such taxable year, June 15thtaking into account, September 15th if applicable, the deduction of state and January 15th (of the succeeding year) (or such other dates local income taxes for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) purposes and whether any portion of such taxable income qualifies for the reduced rates applicable to long term capital gains (eachwith the intention hereunder being to arrive at a composite federal, a “Quarterly Tax Distribution”), provided, state and local tax rate that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take can be utilized with respect to all Partners for such taxable year taking into account the estimated jurisdictions in which the Partnership has income and gains arise plus the states in which the Partners reside for tax purposes), plus (II) the sum of all tax liabilities of such Partner (calculated as provided in (I)) for all prior taxable income or loss years since the formation of the Company for Partnership; and “Y” is the Fiscal Year through sum of all distributions made by the Partnership to such Partner pursuant to Section 5.2 and this Section 5.3 as of the end of the relevant quarterly period. A final accounting taxable year for Tax Distributions shall be which the calculation in “X”(I) is being made for each Fiscal Year after since the allocation formation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such MemberPartnership. (iib) To the extent Notwithstanding Section 5.3(a), if a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made Partner is allocated net taxable loss pursuant to Section 4.01(b)(v)) on 5.2 (including for such purpose, such Partner’s share of any given date, separately stated items such as depletion and loss from the Tax Distributions to sale of oil and gas property and the Partner’s allocated share of any such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute net taxable losses or separately stated items attributable to the Members Class C Units contributed by the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(bPartner) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of during any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members net loss shall be aggregated carried forward to the extent permitted by the Code and treated shall reduce the taxable income (as calculated in Section 5.3(a)) of such Partner in succeeding taxable years, until such allocated losses have been reduced to zero. (c) The aggregate amount of distributions made by the Partnership to a single Member for purposes Partner pursuant to Section 5.3(a) shall be deemed the “Advance Amount”. If the General Partner authorizes a distribution to the Partners pursuant to Section 5.3 and at such time a Partner’s Advance Amount is positive, (i) the Partnership shall be entitled to withhold such Partner’s distribution up to an amount equal to the Advance Amount (with such Advance Amount being reduced by the amount so withheld) and (ii) the Partnership shall be entitled to distribute such withheld amount to the Partners (after also applying clause (i) to those Partners having positive Advance Amounts) so that, to the maximum extent possible, each Partner shall have received the amount of this Section 4.01(b) with respect distributions that such Partner would have received since the formation of the Partnership as if distributions had been made solely in proportion to such taxable yearthe Partners’ respective Sharing Ratios.

Tax Distributions. (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its SubsidiariesMember, the Company shall, to shall calculate the extent permitted by applicable Law, make cash distributions excess of (“Tax Distributions”x)(A) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on Income Amount allocated or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions allocable to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of for the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds Estimation Period in accordance with their Percentage Interests question and the Company shall make future for all preceding Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v))Estimation Periods, if any, shall be made to a Member only to within the extent Taxable Year containing such Tax Estimation Period multiplied by (B) the Assumed Tax Rate over (y) the aggregate amount of all previous prior Tax Distributions in respect of such Taxable Year and any Distributions made to such Member pursuant to Section 4.01(b4.1(b) with respect to the Fiscal Tax Estimation Period in question and any previous Tax Estimation Period falling in the Taxable Year are less than containing the applicable Tax Distributions such Estimation Period referred to in (x)(A) (the amount so calculated pursuant to this sentence is herein referred to as a “Tax Distribution”); provided, however, that the Managing Member otherwise would have been entitled may make adjustments in its reasonable discretion to receive reflect transactions occurring during the Taxable Year. For purposes of this Agreement, the “Income Amount” for a Tax Estimation Period shall equal, with respect to any Member, the net taxable income of the Company allocated or allocable to such Fiscal Year pursuant Member for such Tax Estimation Period (excluding any compensation paid to a Member outside of this Agreement). For purposes of computing the Income Amount, taxable income shall be determined (i) without regard to any adjustments under Sections 732(d), 734(b) and 743(b) of the Code, (ii) by including adjustments to taxable income in respect of Section 4.01(b)704(c) of the Code, and (iii) by reducing such taxable income by taxable losses of the Company allocated to such Member for taxable periods (or portions thereof) beginning after the date hereof to the extent that such losses are of a character (ordinary or capital) that would permit the losses to be deducted by such Member against the current taxable income of the Company allocable to the Member for such Tax Estimation Period, are otherwise available to be utilized, and have not previously been taken into account in determining such Member’s Income Amount. (vii) At least ten (10) Business Days before the individual or corporate quarterly estimate payment deadline for U.S. federal income taxes for calendar year filers (whichever is earlier), the Company shall distribute (to the extent available) to the Members pro rata based upon the number of Class A Common Units (including Unvested Class A Common Units) held by each such Member, an aggregate amount of cash sufficient to provide each such Member with a distribution at least equal to such Tax Distribution. (iii) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Dateherein, no Member shall have Tax Distributions will be required to be made with respect to items arising with respect to any further right Covered Transaction, although any unpaid Tax Distributions with respect to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant Estimation Period, or portion thereof, ending before a Covered Transaction shall continue to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition required to be paid prior to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Distributions being made under Section 4.01(a4.1(b). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (ia) With respect Subject to each Fiscal Year, to the extent the Company has available sufficient cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiariesbeing available (as determined by the Executive Committee), the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) shall distribute to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in including the amount owners of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members Class B Incentive Units and the successors of such former MembersClass J Incentive Units), except, for the avoidance of doubt, from and to the extent Distributions were made of (and only to such Members and former Members pursuant the extent of) the Company’s cash, an amount equal to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v))excess, if any, shall be of the following (any such distribution, a “Tax Distribution”): (i) the taxable income allocated by the Company to such Member, for U.S. federal income tax purposes (including by reason of restructuring transactions implemented by the Company in connection with a Public Offering or sale of the Company) for such Tax Year (reduced by any taxable losses allocated by the Company to such Member for U.S. federal income tax purposes in prior years that would have been available to such Member in such Tax Year had its sole source of income been from the Company and all such taxable losses been carried forward (i.e., not carried back)), multiplied by the Tax Rate for such Tax Year; minus (ii) the aggregate distributions made to a Member only to by the extent all previous Tax Distributions Company to such Member pursuant to Section 4.01(b) 4.1 during such Tax Year; provided that the Executive Committee in its reasonable discretion may determine that any distributions made during the first quarter of any year should be treated as if distributed in the immediately preceding year if the distributions, if any, made in such prior year were not sufficient to cover the taxes of the Members due for such year. Such distributions shall be paid with respect to a Tax Year of the Fiscal Year are less than Company within 90 days after the end of such Tax Distributions Year, or, in the Executive Committee’s discretion, at such Member otherwise would have been entitled earlier times as may be determined by the Executive Committee so as to receive with respect enable the Members to pay their quarterly estimated tax payments for such Fiscal Year Tax Year. (b) If, on the date the Company makes any distribution pursuant to this Section 4.01(b4.2, the Company does not have an amount of cash sufficient to enable the Company to distribute to all the Members the aggregate amount to which they are entitled pursuant to this Section 4.2, then the Company shall distribute to each Member an amount equal to: (i) the amount to which such Member is entitled pursuant to this Section 4.2, multiplied by (ii) a fraction, the numerator of which is the amount of the Company’s cash available to make the distributions required under this Section 4.2 and the denominator of which is the aggregate amount to which all the Members are entitled pursuant to this Section 4.2; provided that at such time as the Company may thereafter have sufficient cash to enable the Company to make additional distributions to the Members pursuant to this Section 4.2, as determined by the Executive Committee, the Company shall make one or more additional distributions to each Member in accordance with this Section 4.2(b). (vc) Notwithstanding the foregoing and anything Distributions to the contrary a Member under this Section 4.2 shall reduce, dollar-for-dollar, any amounts otherwise distributable to such Member under Section 4.1, Section 9.1 or in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (connection with a Company Sale structured as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) a direct or indirect Transfer of Units representing 100% of the Previous LLC Agreementtotal outstanding Equity Interests of the Company. (vid) For the avoidance of doubt, Tax Distributions the Company shall not be required to borrow funds, and no Member shall be treated for all purposes of this Agreement as an entitlement separate from and required to make any capital contributions to the Company, in addition order to enable the Company to make any other entitlement of any Member distributions pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a)4.2. (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to each Fiscal Year, to To the extent funds of the Company has are legally available cash for distribution by the Company and such distribution would not be prohibited under the Delaware Act and subject to any applicable agreement credit facility to which the Company or any of its Subsidiaries is a party governing (the terms of third party indebtedness for borrowed money“Tax Distribution Conditions”), and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiarieseach Fiscal Quarter, the Company shallshall distribute to each Unitholder, to the extent permitted by applicable Law, make an amount of cash distributions (each a “Tax DistributionsDistribution”) equal to each Member in accordance with, and to the extent of, such MemberUnitholder’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received Liability for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) Quarter. To the extent a Member otherwise holder of Units would be entitled to receive for any Fiscal Quarter less than its Percentage Interest Pro Rata Share of the aggregate Tax Distributions to be paid pursuant to the preceding sentence (determined for this Section 4.01(b) (other than any distributions made pursuant purpose by taking into account only Units and Tax Distributions with respect to Section 4.01(b)(vUnits)) on any given date, the Tax Distributions to such Member Unitholder shall be increased to ensure that all Tax Distributions made pursuant to this Section 4.01(b) holders of Units are made pro rata in accordance with their Pro Rata Share (determined for this purpose by taking into account only Units and Tax Distributions with respect to Units). The Managing Member shall be entitled to adjust subsequent Tax Distributions (in accordance with each Unitholder’s Pro Rata Share) up or down to reflect any variation between its prior estimation of quarterly Tax Distributions and the Members’ respective Percentage InterestsTax Distributions that would have been computed under this Section 4.1(a)(i) based on subsequent information. If, on In the date of a event that due to the Tax Distribution, there Distribution Conditions the funds available for any Tax Distribution to be made hereunder are insufficient funds on hand to distribute to the Members pay the full amount of the Tax Distributions Distribution that would otherwise be required under this Section 4.1(a)(i), the Company shall use its reasonable best efforts to which such Members distribute to the Unitholders the amount of funds that are otherwise entitled, Distributions available after application of the Tax Distribution Conditions on a pro rata basis (according to the amounts that would have been distributed to each Unitholder pursuant to this Section 4.01(b4.1(a)(i) shall if available funds (after application of the Tax Distribution Conditions) existed in a sufficient amount to make such Distribution in full, including application of the requirement that Tax Distributions with respect to Units be made to pro rata). At any time thereafter when additional funds of the Members to Company are available for Distribution after application of the extent of available funds in accordance with their Percentage Interests and Tax Distribution Conditions, the Company shall make future Tax Distributions (use its reasonable best efforts to immediately distribute such funds to the Unitholders on a pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. basis (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant according to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be amounts that would have been distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions each Unitholder pursuant to this Section 4.01(b4.1(a)(i) if available funds (other than, for the avoidance after application of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise Distribution Conditions) would have been entitled existed in a sufficient amount to receive with respect to make such Fiscal Year pursuant to this Section 4.01(bTax Distribution in full). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, . Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any advanced distributions under the other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes provisions of this Section 4.01(b) with respect 4.1. The Company shall use its reasonable best efforts to such taxable yearcause Subsidiaries of the Company to make distributions to the Company sufficient to permit it to pay Tax Distributions.

Tax Distributions. (i) With respect to each Fiscal YearMember, to the extent the Company has available cash shall calculate the excess of (x) (A) the Income Amount allocated or allocable to such Member for distribution the Tax Estimation Period in question and for all preceding Tax Estimation Periods, if any, within the Taxable Year containing such Tax Estimation Period multiplied by (B) the Company under Assumed Tax Rate over (y) the Delaware Act and subject to any applicable agreement to which the Company or any aggregate amount of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, all prior Tax Distributions in respect of such funds as the Manager deems necessary or desirable in its sole discretion Taxable Year and any Distributions made to such Member pursuant to Section 4.1(b) with respect to the Tax Estimation Period in question and any previous Tax Estimation Period falling in the Taxable Year containing the applicable Tax Estimation Period referred to in (x) (A) (the amount so calculated pursuant to this sentence is herein referred to as a “Required Tax Distribution Amount”); provided, however, that the Managing Member may make adjustments in its reasonable needs and obligations of discretion to reflect transactions occurring during the Company or any of its SubsidiariesTaxable Year, the Company shall, provided further that to the extent permitted under the Credit Agreements, the Required Tax Distribution Amount with respect to PubCo shall in no event be less than an amount that will enable PubCo to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreements for the relevant Taxable Year. For purposes of this Agreement, the “Income Amount” for a Tax Estimation Period shall equal, with respect to any Member, the net taxable income of the Company allocated or allocable to such Member for such Tax Estimation Period (excluding any compensation paid to a Member outside of this Agreement and any guaranteed payments paid to a Member). For purposes of computing the Income Amount, taxable income shall be determined (i) without regard to any adjustments under Sections 732(d), 734(b) and 743(b) of the Code, (ii) by applicable Lawincluding adjustments to taxable income in respect of Section 704(c) of the Code, make cash distributions (“Tax Distributions”iii) to each Member in accordance withby accounting for any limitations imposed on the deductibility of expenses and other items, and (iv) by reducing such taxable income by taxable losses of the Company allocated to such Member for taxable periods (or portions thereof) beginning after the date hereof to the extent ofthat such losses are of a character (ordinary or capital) that would permit the losses to be deducted by such Member against the current taxable income of the Company allocable to the Member for such Tax Estimation Period, are otherwise available to be utilized, and have not previously been taken into account in determining such Member’s Assumed Tax LiabilityIncome Amount. Tax Distributions pursuant Notwithstanding anything to the contrary, the Company and the Managing Member shall be entitled to make reasonable simplifying assumptions in making determinations contemplated by this Section 4.01(b)(i4.1(c)(i). (ii) shall be estimated by At least ten (10) Business Days before the Company on a individual or corporate quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates estimate payment deadline for which individuals or corporations U.S. federal income taxes for calendar year filers (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year and as soon as possible after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall finally determined, the Company shall distribute (to the extent of available cash) to the Members pro rata based upon the number of Class A Common Units held by each such Member in the accordance with Section 4.1(d), an aggregate amount of cash sufficient to provide each such Member with a Distribution (a “Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed Distribution”) at least equal to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate ’s Required Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage InterestsDistribution Amount. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b4.01(c) shall be made to the Members to the extent of available funds pro rata based upon the number of Class A Common Units held by each Member in accordance with their Percentage Interests Section 4.1(d), and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Dateherein, no Member shall have Tax Distributions will be required to be made with respect to items arising with respect to any further right Liquidity Event or any other sale, redemption or Transfer of Units, although any unpaid Tax Distributions with respect to any Tax Distributions (as defined in Estimation Period, or portion thereof, ending before the Previous LLC Agreement) pursuant effective time of a Liquidity Event, or any other sale, redemption or Transfer of Units, shall continue to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition required to be paid prior to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Distributions being made under Section 4.01(a4.1(b). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

Tax Distributions. (i) With respect to each Fiscal Taxable Year, the Company shall, to the extent the Company has available cash for distribution by the Company under the Delaware Act applicable Law and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager Board of Managers deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its SubsidiariesSubsidiaries and to prevent their insolvency (such limitations, the Company shall, to the extent permitted by applicable Law“Liquidity Limitations”), make cash distributions (“Tax Distributions”) as follows: (A) to the Corporation at such times and in such amounts as the Board of Managers reasonably determines is necessary to enable the Corporation to timely satisfy all of its U.S. federal, state and local and non-U.S. tax liabilities with respect to any items of gross income and gain allocated to it, and any guaranteed payments for capital (within the meaning of Section 707(a) of the Code), in each case with respect to the Series A Preferred Units (the “Preferred Unit Related Taxes”); provided, that in no circumstances shall the amounts distributed pursuant to this Section 4.01(b)(i)(A) exceed the Corporation’s actual U.S. federal, state and local and non-U.S. cash tax liabilities with respect to such Taxable Year; provided, further, that the amounts distributable pursuant to this Section 4.01(b)(i)(A) shall be reduced, in the sole discretion of the Board of Managers, to the extent the amount distributable to the Corporation pursuant to Section 4.01(b)(i)(B) exceeds the Corporation’s actual tax obligations (excluding Preferred Unit Related Taxes) for the relevant Taxable Year or quarter, as applicable; and (B) to each Member in accordance with, and an amount equal to the extent of, (1) such Member’s Assumed Tax Liability. ; provided, however, that to the extent a Member would otherwise be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b)(i)(B) on any given date, then the Tax Distributions to such Member shall be increased, as necessary, to ensure that all such Tax Distributions made pursuant to this Section 4.01(b)(i)(B) are made pro rata in accordance with the Members’ respective Percentage Interest or (2) if the amount the Corporation would receive under clause (1) is, in the sole discretion of the Board of Managers, reasonably expected to be less than the amount that will enable the Corporation to meet its tax obligations (other than Preferred Unit Related Taxes), then (I) the Corporation shall receive an amount that will enable the Corporation to meet its tax obligations (other than Preferred Unit Related Taxes) for the relevant Taxable Year or quarter, as applicable, and (II) the Members (other than the Corporation) shall receive an amount necessary to ensure that the Tax Distributions made pursuant to this Section 4.01(b)(i)(B), when taking into account the amount to be distributed to the Corporation under clause (2)(I), are made pro rata in accordance with the Members’ respective Percentage Interests. (ii) Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to April 15th, June 15th, September 15th and January December 15th (of the succeeding year) (or such other dates for which corporations or individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”), ; provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other datedate as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Taxable Year based on such final accounting shall promptly be distributed to such Member. Member (ii) To subject to the extent Liquidity Limitations). For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise would required to be entitled made to receive less than such Member with respect to any subsequent Taxable Year, but shall not reduce Tax Distributions made to a Member to provide such Member with its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v4.01(b)(i)(B)) on any given date. Notwithstanding anything to the contrary in this Agreement, the Tax Distributions Board of Managers shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata but in any event accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay take into account increases or decreases in the remaining portion Percentage Interest of each Member during the Tax Distributions to which such Members are otherwise entitledrelevant period. (iii) In the event of any audit by, or similar event with, a taxing authority Governmental Entity that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions (or any similar provision of state, local or other Law) for which no election is made pursuant to Section 6226 thereof of the Code and the Treasury Regulations promulgated thereunderthereunder (or any similar provision of state, local or other Law)), or in the event the Company files an amended tax returnreturn or administrative adjustment request, each Member’s Assumed Tax Liability and Preferred Unit Related Taxes with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest interest, penalties or penaltiesadditions to tax). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a4.01(a)(ii), Section 4.01(a)(iii) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding In the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made event that an adjustment pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a481(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition Code relating to any other entitlement of any Member pursuant to this Agreementincome, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrarygain, to the extent two loss, deduction or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return credit with respect to a given taxable yearperiod ending on or prior to the Effective Date (any such adjustment, such Members shall be aggregated and treated as the “481 Income Adjustment”) results in a single Member for purposes of this requirement under Section 4.01(b) for the Company to make material Tax Distributions, then the Manager and the Members shall cooperate in good faith and use commercially reasonable efforts to minimize the amount of such Tax Distributions required, taking into account the amount of cash needed by the Members to meet their tax obligations with respect to their interests in the Company, items of deductions, losses and credits available in the relevant Taxable Year that may be used to offset such taxable year481 Income Adjustment, and the cash requirements of the Company.

Tax Distributions. (i) With respect to each Fiscal Taxable Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on or prior to April 15th, June 15th, September 15th and January December 15th (of the succeeding year) (or such other dates for which corporations or individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”), ; provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other datedate as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Taxable Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Year. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of Common Units of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v4.01(b)(iv)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage InterestsInterests of Common Units. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members pro rata in accordance with their Percentage Interest of Common Units, to the extent of available funds in accordance with their Percentage Interests of Common Units and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as sufficient funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority Governmental Entity that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax returnreturn or administrative adjustment request, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, a final accounting for distributions under Section 4.1(a) of that certain Third Amended and Restated Operating Agreement of P3, dated April 16, 2020 (the “Third A&R LLC Agreement”) in respect of the taxable income of P3 through the end of the day on which the Effective Time occurs shall be made by the Company following the Effective DateTime and, no Member based on such final accounting, the Company shall have any further right make a distribution to any Tax Distributions the Former P3 Members (as defined or in the Previous LLC Agreementcase of any Former P3 Member that no longer exists, the successor of such Former P3 Member) pursuant to in accordance with Section 4.1(a) of the Previous Third A&R LLC Agreement. Agreement (vias if the Third A&R LLC Agreement was still in effect) to the extent of any shortfall in the amount of distributions the Former P3 Members received prior to the Effective Time under Section 4.1(a) of the Third A&R LLC Agreement with respect to taxable income of the Company through the end of the day on which the Effective Time occurs that will be allocated to the Former P3 Members (determined pursuant to an interim closing of the books under Section 706 of the Code and the Treasury Regulations thereunder). For the avoidance of doubt, Tax Distributions shall the amount of distributions to be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member made pursuant to this Agreement, including any distributions to which a Member is entitled Section 4.01(b)(iv) shall be calculated pursuant to the methodology set forth in Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(14.1(a) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated Third A&R LLC Agreement (as a single Member for purposes of this Section 4.01(b) with respect to such taxable yearif the Third A&R LLC Agreement was still in effect).