Common use of Tax Distributions Clause in Contracts

Tax Distributions. (i) With respect to each Taxable Year, the Company shall, to the extent it has Distributable Cash, make cash distributions (“Tax Distributions”) to each Member in accordance with this Section 4.01(b) and 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 April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals 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 date 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 Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Taxable Year based on such final accounting shall promptly be distributed to such 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.

Tax Distributions. (i) With respect On or about each date that is five (5) Business Days prior to each Taxable Yearthe due date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (a “Tax Distribution Date”), the Company shall, to the extent it has of Distributable CashCash as determined by the Manager in its sole discretion, be required to make cash distributions (“Tax Distributions”) a Distribution to each Member of cash in accordance with this Section 4.01(b) and an amount equal to the 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 feasible, shall be distributed to the Members (together with a statement showing the calculation of that such Tax Distribution and an estimate of does violate applicable Law, the Company’s net taxable income allocable to each Member for such period) on parties will determine in good faith if there is a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are required commercially reasonable manner to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”such Distribution not in violation of applicable Law); provided, that the foregoing shall not restrict the Company from making and (iii) if on a Tax Distribution on any other date as the Company determines Date a person who was previously a Member 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 Taxable Year through the end of the relevant quarterly period. A final accounting for no longer a Member (a “Former Member”), Tax Distributions shall be made for each Taxable 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 or loss has been determined and any shortfall in by the amount of Tax Distributions a Member received for such 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 Company 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 a prior taxable period (or portion thereof; provided that any ) for which such equitable adjustments are made in Former Member has not previously received 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 thereofDistribution.

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 Taxable 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 due date (without giving effect to any extensions) for the payment by corporations of income taxes for such Fiscal Year, the Company shallGeneral Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “Amended Tax Amount”), and shall cause the Partnership to distribute a Tax Distribution, out of Net Cash Flow, to the extent it has Distributable Cash, make cash distributions (“that the Amended Tax Distributions”) to each Member in accordance with this Section 4.01(b) and such Member’s Assumed Tax Liability. Amount so calculated exceeds the 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 (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 April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals 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 date 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 Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions 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 Taxable Fiscal Year based on such final accounting (the “Final Tax Amount”) and shall promptly cause the Partnership to distribute a Tax Distribution, out of Net Cash Flow, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (“Additional Credit Amount”) shall be distributed to such Member. For applied against, and shall reduce, the avoidance amount of doubt, any excess Tax Distributions a Member receives with respect made to any Taxable Year shall reduce the Partners for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against 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 amount actually distributed pursuant to this Section 6.2 for purposes of 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 thereofcomputations described herein.

Tax Distributions. To the extent funds of the Company are legally available for distribution by the Company and such distribution would not be prohibited under any credit facility or any other agreement to which the Company or any of its Subsidiaries is a party, in each case, as determined by Vivid Seats in its reasonable discretion (i) With the “Tax Distribution Conditions”), with respect to each Taxable YearFiscal Quarter (or portion thereof), the Company shallshall distribute to each Unitholder, to the extent it has Distributable Cash, make an amount of cash distributions (each a “Tax DistributionsDistribution”) that is at least equal to each Member in accordance with this Section 4.01(b) and 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 (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 Liability for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th Fiscal Quarter (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (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 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 Taxable Year through the end of the relevant quarterly period. A final accounting for All Tax Distributions shall be made for each Taxable 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 Taxable Year based on such final accounting shall promptly be distributed equal to such Member. For Unitholder’s Assumed Tax Liability, on a quarterly basis at least five (5) days prior to the avoidance of doubt, date on which any excess Tax Distributions a Member receives estimated tax payments are due with respect to the relevant Fiscal Quarter, in order to permit each Unitholder (or the beneficial owners of any Taxable Year shall reduce future Tax Distributions otherwise required Unitholder) to be made to such Member with respect to any subsequent Taxable Yeartimely pay its estimated tax obligations for the applicable Fiscal Quarter (or portion thereof). 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 The Board shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ each Unitholder’s Tax Distributions (but in any event pro rata in proportion to each Unitholder’s respective number of Common Units) to take into account increases or decreases in the number of Common Units held by each Member Unitholder during the relevant taxable period period. All Tax Distributions shall be treated for all purposes under this Agreement as advances against, and shall offset and reduce dollar-for-dollar, subsequent Distributions under Section 4.1(b) or Section 11.2. In determining the amount of any Tax Distributions, (i) the Assumed Tax Liability of Vivid Seats shall be increased if, and solely to the extent, necessary to allow Vivid Seats to satisfy its own tax obligations for the applicable Fiscal Quarter or portion thereof; provided that thereof and payments currently due and owing under the Tax Receivable Agreement, taking into account any such equitable adjustments are Distributions previously made in a manner that results in to Vivid Seats under this Agreement and (ii) the Assumed Tax Distributions being made pro rata in proportion Liability of TopCo shall be increased if, and solely to the Members’ respective Percentage Interests for extent, necessary to allow TopCo to make payments to any relevant of its members that are allocated taxable period or portion thereofincome in respect of their indirect interests in the Company attributable to an applicable Fiscal Quarter, without regard to whether taxable income of the Company is allocated to TopCo with respect to such Fiscal Quarter.

Tax Distributions. (i) With respect to each Taxable 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 it has Distributable Cashpermitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with this Section 4.01(b) 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 April 15th, June 15th, September 15th and December January 15th (of the succeeding year) (or such other dates for which corporations or individuals 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 date as the Company determines is necessary to enable the Members to timely make estimated income tax paymentsdate. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Taxable Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable 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 Taxable 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 Taxable Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Fiscal 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.

Tax Distributions. (i) With respect Notwithstanding any other provision of this Section 5.03 to each Taxable Year, the Company shallcontrary, to the extent it has Distributable Cashpermitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Board, the Company, subject to availability of sufficient cash, shall make quarterly cash distributions (“Tax Distributions”by wire transfer of immediately available funds pursuant to this Section 5.03(e) to each Economic Member pro rata, in accordance with the Member’s Economic Percentage Interest, at least two Business Days prior to the date on which any U.S. federal corporate estimated tax payments are due, until each Member has received an amount at least equal to its Assumed Tax Liability, if any, less the amounts previously distributed under Section 5.03 in the then-current taxable year (or portion thereof); provided that none of the Company, the Board or any Manager, officer or employee of the Company shall have any liability to any Member in connection with any underpayment of estimated taxes, so long as cash distributions are made in accordance with this Section 4.01(b5.03(e) and such Member’s the Assumed Tax Liability is determined as provided in the definition of 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 April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals 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 date 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 Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Taxable Year based on such final accounting shall promptly be distributed to such 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 made to all Members on any Distributionsa pro rata basis in accordance with their Economic Percentage Interests, notwithstanding the differing actual tax liabilities of such Members. Notwithstanding anything If, on a Tax Distribution date, there are insufficient funds on hand to distribute to the contrary in this Agreement, Members the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to full amount of 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 which such equitable adjustments Members are made in a manner that results in otherwise entitled, Tax Distributions being pursuant to this Section 5.03(e) shall be made pro rata to the Members to the extent of available funds in proportion to the Members’ respective Percentage Interests for any relevant taxable period or amounts that would be otherwise distributable under this Section 5.03(e), and the Company shall make future Tax Distributions as soon as funds become available sufficient to pay the remaining portion thereofof the Tax Distributions to which such Members are otherwise entitled.

Tax Distributions. (i) With respect Notwithstanding any other provision herein to each Taxable Yearthe contrary, so long as the Company is treated as a partnership for federal and state income tax purposes, the Company shallshall distribute to the Unitholders in respect of their Units, in the proportions specified herein, to the extent it has Distributable Cashthat funds are legally available therefor and would not be prohibited under any credit facility to which the Company or any Subsidiary is a party, make cash distributions for each Fiscal Year an amount (any such amount, a “Tax DistributionsDistribution”) in cash equal to each Member in accordance with this Section 4.01(bthe product of: (i) and such Member’s the Company Income Amount for the Fiscal Year, multiplied by (ii) the Assumed Tax LiabilityRate for such Fiscal Year. Tax Distributions pursuant to this Section 4.01(b)(i) The “Company Income Amount” for a Fiscal Year shall be estimated by the Company on a quarterly basis andan amount, if positive, equal 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 of the Company for such period) on a quarterly basis on April 15thFiscal Year, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals 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 minus any other date 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 net taxable income or loss of the Company for any prior Fiscal Year not previously taken into account for purposes of this Section 4.2 to the Taxable Year through extent such loss would be available under the end 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 Taxable Year after quarter as determined by the allocation Board. The Board shall be entitled to adjust subsequent Tax Distributions up or down to reflect any variation between such estimated quarterly Tax Distributions and the Tax Distributions that would have been computed under this Section 4.1(b) based on subsequent Tax information. Tax Distributions shall be made to the Unitholders in the proportion that the amount 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 allocated to such Unitholder pursuant to this Article IV for such Taxable Fiscal Year based on such final accounting shall promptly be distributed (net of any taxable losses previously allocated to such MemberHolder 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 Article 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). 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 considered advances 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 thereofUnitholders under Section 4.1(a).

Tax Distributions. Notwithstanding the foregoing, following [***] and only with respect to any taxable year in which the Company does not liquidate or sell all or substantially all of its assets, upon payment in full of all outstanding principal of, and any accrued but unpaid interest on, any Cash Shortfall Loan, the Company shall make cash distributions to the Members in amounts sufficient to cause each Member to have received cumulative distributions under this Article 7 with respect to the prior taxable year at least equal to 41% of the Member’s distributive share of the lesser of (i) With respect to each Taxable Year, the Company shall, to Company’s net taxable income for such prior taxable year and (ii) the extent it has Distributable Cash, make cash distributions excess of (“Tax Distributions”x) to each Member in accordance with this Section 4.01(b) and 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 cumulative amount of the Company’s net taxable income allocable to each Member (as determined in accordance with Code Section 703(a)) for such periodall taxable years over (y) on a quarterly basis on April 15th, June 15th, September 15th and December 15th the cumulative amount of the Company’s net taxable loss (or such other dates as determined in accordance with Code Section 703(a)) for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) all taxable years (each, a the “Quarterly Tax DistributionDistribution Amount”); provided, provided that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions (i) distributions under this Section 7.1(b) shall take into account (and be offset as appropriate by) any prior or concurrent distributions made under Section 7.1(a) and Section 7.1(c) of this Agreement with respect to the estimated taxable income or loss of year for which the Company for the Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been distribution amount under this Section 7.1(b) is being determined and any shortfall in corresponding provisions of the operating agreement for the Netherlands Joint Venture with respect to the taxable year for which the distribution amount of Tax Distributions a Member received under this Section 7.1(b) is being determined (for such Taxable Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, on any excess particular Tax Distributions Distribution Date (as defined in the next sentence), the Company shall only be required to make a Member receives distribution pursuant to this Section 7.1(b) in the event that (and only to the extent that) the Tax Distribution Amount for the prior taxable year exceeds the amount of cash distributed by the Joint Ventures pursuant to Section 7.1(a) and Section 7.1(c) hereof (and any corresponding provisions of the operating agreement for the Netherlands Joint Venture) with respect to the taxable year for which the distribution amount under this Section 7.1 (b) is being determined), (ii) all determinations of the Tax Distribution Amount shall not take into account any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect items of taxable income allocated to any subsequent Taxable Year. For Member pursuant to Section 704(c) of the avoidance of doubtCode, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything to the contrary and (iii) 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 order to take into account increases changes in Federal, state, local or decreases in foreign tax rates, the number Board may increase or decrease the applicable percentage rate. Subject to Section 4.3 and Section 4.4, the Tax Distribution Amount, if any, shall be paid within 60 days following the end of Common Units held by each Member during Fiscal Year of the relevant taxable period or portion thereof; provided that any such equitable adjustments are made in a manner that results in Company (the “Tax Distributions being made pro rata in proportion Distribution Date”). *** Note: Confidential treatment has been requested with respect to the Members’ respective Percentage Interests for any relevant taxable period or portion thereofinformation contained within the [***] marking. Such portions have been omitted from this filing and have been files separately with the Securities and Exchange Commission.

Tax Distributions. (i) With respect Notwithstanding any other provision in this Agreement to each Taxable Yearthe contrary, the Company shall, except to the extent it the Board in good faith determines the Company has Distributable (or would, following such distribution, have) insufficient Available Cash, the Board shall cause the Company to make cash distributions to the Members at least quarterly and no later than five (5) days before the date specified in Section 6655(c)(2) of the Code (the “Tax Distributions”) in an amount so that each such Member has received an amount equal to such Member’s Tax Amount. All Tax Distributions shall be treated as an advance against, and shall reduce dollar-for-dollar, subsequent distributions that otherwise would be made pursuant to this Article IV and Section 9.5(b). If the Company lacks sufficient cash that is available at such time for distribution to make the full amount of any Tax Distribution (as determined in good faith by the Board in accordance with the first sentence of this Section 4.4), then the Company shall not be required to borrow any money for purposes of making such a Tax Distribution, and the Company shall use commercially reasonable efforts to distribute the amount of cash available on a pro rata basis (according to the amounts that would have been distributed to each Member in accordance with this Section 4.01(b) and such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on 4.4 if available cash existed in a quarterly basis and, sufficient amount to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of make such Tax Distribution in full) and shall use commercially reasonable efforts to make an estimate of additional Tax Distribution, on a pro rata basis (according to the Company’s net taxable income allocable amounts that would have been distributed to each Member pursuant to this Section 4.4 if available cash existed in a sufficient amount to make such Tax Distribution in full) out of the first cash available for distribution (as determined in good faith by the Board) in subsequent taxable years to make up for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals 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 date 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 Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Taxable Year based on such final accounting shall promptly be distributed to such Membershortfall. For the avoidance of doubt, any excess Tax Distributions a no Member receives with respect shall be entitled to any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such payment under this Section 4.4 (A) in connection with a change of control transaction, liquidity event, sale of the Company, Liquidation Event or similar transaction, or (B) income recognized by any Member with respect to the issuance or vesting of such Member’s Units or any subsequent Taxable Year. For the avoidance guaranteed payment in respect 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 services provided 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 thereofMember.

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 Taxable Year, the Company shalla Member’s direct or indirect owners, to the extent it has Distributable Cashthe Member is a partnership, make cash distributions disregarded entity, or S corporation, and (ii) any tax imposed by the Commonwealth of Massachusetts on the 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 Distributions”) to each Liability of any Member in accordance with this Section 4.01(b) and respect of the Series A Convertible Preferred Units held by such Member’s Assumed , the Board shall also determine the portion of that Tax LiabilityLiability properly attributable to any applicable Series A Conversion Payment Amount relating to those Units. Tax Distributions made to a Member 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 April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier5.1(a) (each, a “Quarterly Tax Distribution”)) shall be treated as an advance of, and shall reduce, without duplication, future distributions and, as applicable, the Series A Conversion Payment Amount, to such Member; provided, however, that the foregoing (i) Tax Distributions received by a holder of Series A Convertible Preferred Units shall not restrict reduce such holder’s right to receive distributions pursuant to Section 5.1(d)(i) in an amount at least equal to the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Series A Original Issue Price, and (ii) Tax Distributions received by a holder of Series B Convertible Preferred Units shall take into account not reduce such holder’s right to receive distributions pursuant to Section 5.1(d)(i) in an amount at least equal to the estimated taxable income or loss of the Company for the Taxable Year through the end of the relevant quarterly period. A final accounting for Series B Original Issue Price and (iii) Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Taxable Year based on such final accounting shall promptly be distributed to such 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 SK Retail Inc. shall not be treated as an advance on advances of, and shall not reduce or offset any Distributions. Notwithstanding anything other distributions under this Section 5, to the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) extent such distributions are attributable to the Members’ Tax Distributions to take into account increases Big S Sting Tax, but reduced by any federal tax deduction or decreases benefit in the number respect 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 thereofTax.

Tax Distributions. (i) With respect to each Taxable 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 shallCompany, to the extent it has Distributable Cashof its available cash, will make distributions of cash distributions (“Tax Distributions”) to each Member the Members pro rata in accordance with this Section 4.01(b) their respective Percentage Interests during such fiscal quarter, as promptly as practicable and such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated in any event 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 Date for such fiscal quarter, so that each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th will receive an amount (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”); provided) equal to its federal, that state and local income taxes (including obligations for estimated tax) on the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss that it derives as a Member of the Company for such fiscal quarter (based upon an assumed combined marginal rate of federal, state and local taxation of forty-two percent (42%), or as the Taxable Year through Managing Board will otherwise reasonably determine). In determining the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Taxable Year based on such final accounting shall promptly be distributed to such 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 Yearfiscal quarter, to the extent that actual taxable income for the relevant period is not available as of the Tax Distribution Date, the determination will be made by the Company based upon a good faith estimate of actual taxable income for such period and may be based upon the methodology permitted by the Code which results in the lowest estimated tax liability for such Members. For In determining the avoidance Tax Distribution for any fiscal quarter, the cumulative amount of doubt, taxable income or loss for prior fiscal quarters in the same Fiscal Year and the Tax Distributions shall not with respect to such prior fiscal quarters can be treated taken into account. To the extent the amount based upon estimates is more or less than the actual taxable income for such period as an advance on any Distributions. Notwithstanding anything to the contrary in this Agreementsubsequently determined, the Manager shall makeManaging Board may appropriately decrease or increase, in its reasonable discretionrespectively, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions subsequent distributions to take into account increases or decreases in such variance. In the number event that the Percentage Interest of Common Units held by each any Member changes during the relevant taxable period or portion thereof; provided that fiscal quarter, the appropriate Percentage Interests to be used in determining the amount of any Tax Distribution with respect to such equitable adjustments are made fiscal quarter will be determined in a manner that results consistent with Section 7.1(d). To the extent cash is not available to make any Tax Distribution in Tax Distributions being made pro rata in proportion to full, the Members’ respective Percentage Interests for any relevant taxable period or portion thereofundistributed amount thereof will be carried forward on a cumulative basis and distributed from available cash as soon as reasonably practicable thereafter.

Tax Distributions. (i) With respect On or about each date (a “Tax Distribution Date”) that is five (5) Business Days prior to each Taxable 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 the Original Member, as determined without regard to extensions), the Company shall, to the extent it has Distributable Cashof available cash flow as determined by the Manager in its sole discretion, be required to make cash distributions (“Tax Distributions”) a Distribution to each Member of cash in accordance with this Section 4.01(b) and an amount equal to the excess of such Member’s Assumed Tax Liability, if any, for such taxable period over the Distributions previously made to such Member pursuant to this Section 4.01(d) with respect to such taxable period (the “Tax Distributions”). Notwithstanding the foregoing, the Manager may, in its discretion, make such Tax Distributions on a quarterly basis, and any date on which such Tax Distributions are made will be considered a Tax Distribution Date for purposes hereof. (ii) To the extent a Member otherwise would be entitled to receive less than its allocable share of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(d) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(d) are made pro rata in accordance with such Member’s allocable shares of the Net Profits and Net Losses for the applicable period determined in accordance with Section 5.04. If, on a Tax Distribution Date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b)(i4.01(d) shall be estimated by made to the Company on a quarterly basis and, Members only to the extent feasibleof available funds pro rata in accordance with their allocable shares of the Net Profits and Net Losses for the applicable period determined in accordance with Section 5.04 and the Company shall make future Tax Distributions as soon as the Manager determines in its sole discretion that funds have become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii)In the event of any audit by, shall be distributed to the Members (together with or similar event with, a statement showing taxing authority that affects the calculation of such any Member’s Assumed Tax Distribution and an estimate of Liability for any Taxable Year, or in the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals 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 event the Company from making a files an amended tax return, each Member’s Assumed Tax Distribution on any other date as Liability with respect to such year shall be recalculated by giving effect to such event (for the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take avoidance of doubt, taking into account the estimated taxable income interest or loss of the Company for the Taxable Year through the end of the relevant quarterly periodpenalties). A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any Any shortfall in the amount of Tax Distributions a Member the Members and former Members received for such the relevant Taxable Year Years based on such final accounting shall recalculated Assumed Tax Liability shall, to the extent of available cash flow as determined by the Manager in its sole discretion, promptly be distributed to such Member. For Members and the successors of such former Members, except, for the avoidance of doubt, any excess Tax to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a), Section 4.01(b) and this Section 4.01(d) in the relevant Taxable Years sufficient to cover such shortfall. (iv)Notwithstanding the foregoing, Distributions pursuant to this Section 4.01(d), if any, shall be made to a Member receives (or its predecessor in interest) only to the extent all previous Distributions to such Member pursuant to Section 4.01(a) and Section 4.01(b) with respect to any Taxable the Fiscal Year shall reduce future Tax are less than the Distributions otherwise required to be made to such Member (and its predecessor in interest) otherwise would have been entitled to receive 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 such Fiscal Year pursuant 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 thereofSection 4.01(d).

Tax Distributions. (i) With respect to each Taxable YearNotwithstanding the priority of Distributions in Section 7.1 or the effect of the Non-Distribution Amount in Section 7.2, the Company shallwill, consistent with and subject to any restrictions which may be imposed under any contractual obligation of the extent it has Distributable CashCompany or its Subsidiaries or applicable law, make cash distributions (“Tax Distributions”) Distributions to each Member in accordance with this Section 4.01(b) and amounts such Member’s Assumed Tax Liability. Tax that, on the fifth Business Day prior to each date on which annual or quarterly federal income tax payments are required to be made by individuals, such Member has received Distributions (whether pursuant to this Section 4.01(b)(i7.3 or otherwise) shall be estimated by the Company on a quarterly basis and, in aggregate amounts equal to the extent feasibleexcess, shall be distributed to if any, of (a) the Members product of (together with a statement showing i) the calculation of such Tax Distribution and an estimate of the Company’s net taxable income estimated Net Taxable Profits allocable to each such Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals 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 date 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 Taxable Year through the end of the relevant quarterly period. A final accounting fiscal quarter in respect of which such estimated federal income taxes are to be paid, multiplied by (ii) the highest effective income tax rate (federal, state and local, adjusted for Tax Distributions shall be made any deductions and credits allowed by one taxing authority for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and taxes paid to another taxing authority) that is applicable to any shortfall in the amount of Tax Distributions a Member received for such Taxable Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt(segregating, any excess Tax Distributions a Member receives with respect to the application of this Section 7.3, Net Taxable Profits for which different income tax rates under this Section 7.3 apply), over (b) all previous Distributions made to such Member in respect of such allocable Net Taxable Profits. The Company will, consistent with and subject to any Taxable Year restrictions which may be imposed under any contractual obligation of the Company or its Subsidiaries or applicable law, cause such Distributions to be made in a manner which permits such Members to use the proceeds of such Distributions to make on a timely basis all required estimated payments of income taxes in respect of the taxable income so allocated to them. The Distributions required by this Section 7.3 will, consistent with and subject to any restrictions which may be imposed under any contractual obligation of the Company or its Subsidiaries or applicable law, be made (i) without regard for the relative priorities and amounts set forth in Section 7.1 and (ii) without regard to Section 7.2. Distributions made to a Member pursuant to this Section 7.3, however, shall be taken into account for purposes of this Agreement as if they were made under Section 7.1 in respect of the allocations of Net Profit (or separately allocated items of income and gains) to which they relate and, therefore, shall reduce future Tax the Distributions that otherwise required to would be made to such Member with under Section 7.1 in respect to any subsequent Taxable Yearof such income. For the avoidance of doubt, Tax Distributions No Member shall not be treated as an advance on any Distributions. Notwithstanding anything liable 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 Company for any relevant taxable period amount Distributed to it pursuant to this Section 7.3 or portion thereoffor any interest on such amount.

Tax Distributions. First, if so requested by a Person who was a Member or Assignee during a given calendar year, no later than April 10 of each calendar year beginning after 2005, the Board shall cause the Company to Distribute to each Person who so requests an amount equal to the excess, if any, of (i) With the product of (x) the estimated net taxable income (including separately stated items of income, gain, loss and deduction) allocated with respect to each Taxable such Person’s Interest as of the end of the immediately preceding Fiscal Year, multiplied by (y) 40% (or such other rate as the Board may from time to time Approve and segregating, with respect to the application of this Section 3.1(a), taxable income (or items thereof) for which different rates may apply), over (ii) any previous Distributions of Available Cash made at any previous time with respect to such Person’s Interest pursuant to this Section 3.1(a) with respect to such Fiscal Year. To the extent the Company shallmakes a Distribution pursuant to this Section 3.1(a), then such Distribution shall reduce the amount of Distributions otherwise to be Distributed with respect to such Interest pursuant to Section 3.1(b) or Section 9.2(b) by the amount Distributed pursuant to this Section 3.1(a). To the extent it has Distributable Cash, make cash distributions (“Tax Distributions”) a Distribution is made pursuant to each Member in accordance with this Section 4.01(b3.1(a) and such Member’s Assumed Tax LiabilityDistribution reduces the amount that otherwise would be received pursuant to another Section or subsection of this Agreement, it shall be deemed that the Member or Assignee received such Distribution pursuant to the Section or subsection (other than this Section 3.1(a)) so reduced. It is understood and agreed that there is no requirement that the Tax Distributions pursuant to this Section 4.01(b)(i3.1(a) shall be estimated by the Company made on a quarterly basis andPro Rata basis, to the extent feasible, shall be distributed to the Members (together with and it is further acknowledged and agreed that a statement showing the calculation Member may waive receipt of such Tax Distribution and an estimate all or a portion of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals 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 date as pursuant to this Section 3.1(a). Notwithstanding the above, there shall be no requirement that 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 Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount event of Tax a Capital Contribution pursuant to Section 2.7 hereof until all such Capital Contributions have been returned pursuant to Distributions a Member received for such Taxable Year based on such final accounting shall promptly be distributed pursuant 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 zeroSection 3.1(b)(b)(i) 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 thereofbelow.

Tax Distributions. (i) With respect to each Taxable YearUnless otherwise provided by the Managing Member, the Company shall, shall (solely to the extent it has Distributable Cashof available cash), no later than five days prior to the date on which U.S. federal corporate estimated tax payments are due for a taxpayer with a taxable year ending on December 31, to make cash distributions a distribution (a “Tax DistributionsDistribution”) to each Member in accordance with this Section 4.01(b) and 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, an amount equal to the extent feasible, shall be distributed to excess of (A) the Members product of (together with a statement showing i) the calculation of such Tax Distribution and an estimate of the Company’s estimated net taxable income allocable to such Member, for such taxable year through the end of such period, and (ii) the Tax Rate, over (B) distributions previously made to such Member pursuant to this Section 5.03 or Section 12.02 with respect to the taxable year. If such quarterly Tax Distributions are, in the aggregate, less than the amount of Tax Distributions to which such Member is entitled pursuant to this Section 5.03(e), the Managing Member shall (solely to the extent of any available cash) cause the Company to make an annual Tax Distribution to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are required no later than 10 days prior to make quarterly estimated tax payments the due date for U.S. federal income tax purposes, whichever is earlierreturns for individuals (excluding any extensions) (each, a “Quarterly Tax Distribution”); provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary for such taxable year sufficient to enable the Members to timely make estimated income tax paymentsup such shortfall. Quarterly Tax Distributions shall take into account the estimated In computing taxable income or loss for purposes of this Section 5.03(e), items of income, gain, loss and deduction shall be determined (i) with or without regard to any adjustments pursuant to Section 743 of the Company for Code (in whole or in part), in the Taxable Year through the end sole discretion of the relevant quarterly periodManaging Member, and (ii) taking into account any allocations under Section 704(c) of the Code and the Treasury Regulations thereunder. A final accounting for Tax Distribution to a Member in respect of any Unit shall be charged against current or future distributions to which such Member would otherwise have been entitled under this Section 5.03 or Section 12.02 in respect of such Unit to the extent required to prevent Tax Distributions from permanently impacting the distributions to the Members; provided, however, all Common Units (including any Common Unit or portion thereof received in exchange for any Profits Unit) shall participate in distributions made pursuant to Section 5.03 on a pro rata basis. Notwithstanding the foregoing, (A) any distributions made pursuant to this Section 5.03(e) shall be made for to the Members on a pro rata basis in accordance with the number of each Taxable Year after Member’s Units over the allocation total number of outstanding Units, (B) to the Company’s actual net taxable income or loss has been determined and any shortfall in extent of available cash, the pro rata amount of Tax Distributions a Member received for such Taxable Year based on such final accounting shall promptly 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 5.03(e) 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 clause (B), the amount that would have been distributed to each Member pursuant to clause (B) shall be reduced on a pro rata basis; and provided, further, that notwithstanding the foregoing the Company shall not be required to make any distribution pursuant to this Section 5.03(e) with respect to any Profits Units that are not Vested Units if the Company has not allocated any income in the applicable taxable period to such MemberUnits. For the avoidance of doubt, any excess Tax Distributions whether 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 distribution is treated as an advance on any Distributions. Notwithstanding anything a Tax Distribution or a distribution pursuant to the contrary in Section 5.03(b) is not intended to impact allocations or ultimate economic entitlement under this Agreement, the Manager and this Agreement 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 be interpreted consistent with 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 thereofintent.

Tax Distributions. At least once each Fiscal Year (or more frequently at the election of the Board of Managers), unless prohibited by Section 18-607 of the Delaware Act, the Board of Managers shall cause the Company to distribute to each Member an amount of cash (a “Tax Distribution”) which equals the following: (a) (i) With the Assumed Tax Rate, multiplied by (ii) the cumulative taxable income of the Company allocated and estimated to be allocated to such Member in its capacity as a holder of a Unit for tax purposes (net of any tax losses allocated to such Member and not previously taken into account under this clause and including taxable income allocated to the Member under Section 704(c) of the Code with respect to each Taxable Year, assets contributed to the Company shallby the Member) through the end of such Fiscal Year (or Fiscal Quarter, as applicable), as determined by the Board of Managers, less (b) the aggregate amount of prior Distributions made to the extent it has Distributable CashMember during such period. A Tax Distribution for a Fiscal Year shall be made not later than the fifth (5th) day prior to the date on which any Member’s estimated federal income tax payments are due. For purposes of calculating the amounts payable under Section 4.6, make cash distributions Tax Distributions shall be treated (“without duplication) as advances of any amounts Members are entitled to receive pursuant to Section 4.6 in accordance with the allocation of taxable income giving rise to such Tax Distributions”) ; provided that no Member shall be required to repay all or any portion of a Tax Distribution in excess of the amount it otherwise would have been entitled to receive pursuant to Section 4.6. If legally available funds are insufficient to make all Tax Distributions with respect to a Fiscal Year in full, Tax Distributions with respect to such Fiscal Year shall be made under this Section 4.7 in proportion to the amounts that would otherwise be distributable to each Member in accordance with this Section 4.01(b) and such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall 4.7. No Tax Distributions will be estimated by paid during the dissolution and liquidation of the Company. In addition, if the Company’s payment of a Tax Distribution would cause the Company on to breach any contract to which it is a quarterly basis andparty, then Board of Managers may elect for the Company not to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation make all or any portion 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 April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals 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 date 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 Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Taxable Year based on such final accounting shall promptly be distributed to such 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.

Tax Distributions. (i) With respect Prior to each Taxable Yearmaking any distributions under Section 6.1, the Company shall, Board shall use its best efforts to the extent it has Distributable Cash, make cash distributions (“Tax Distributions”) to each Member in accordance with this Section 4.01(b) and such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by cause 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 April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) cash distributions (each, a “Quarterly Tax Distribution”) no later than fifteen (15) days prior to the quarterly payment deadline for U.S. federal income taxes for corporations (with the first Tax Distribution after the Effective Date to occur no later than November 30, 2019); provided, that . The Tax Distribution to each Member shall be in an amount equal to the foregoing shall not restrict excess of (a) the Assumed Tax Rate multiplied by the taxable income allocated (or estimated to be allocated) by the Company from making a Tax Distribution on any other date 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 Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Taxable Year based on such final accounting shall promptly be distributed to such Member. For Member in respect of such Fiscal Year (excluding, for the avoidance of doubt, any excess Tax Distributions income allocated as a result of any guaranteed payments in respect of services, and determined by taking into account any taxable losses or deductions from prior periods allocated to such Member receives (or such Member’s predecessor in interest) to the extent not taken into account as a reduction in taxable income hereunder in prior periods) and determined without taking into account any special basis adjustment with respect to such Member pursuant to Section 743(b) of the Code or special allocations under Section 704(c) of the Code) over (b) the sum (with duplication) of all other amounts previously distributed to such Member in the Fiscal Year in which the taxable income arose (excluding distributions made to the Members constituting a return of capital) and any Taxable Year shall reduce future Tax Distributions otherwise required to be previously made to such Member with for all periods. If the aggregate Tax Distributions made to a Member in respect to any subsequent Taxable Year. For Fiscal Year based on estimated allocations of taxable income is greater or lesser than the avoidance of doubt, Tax Distributions due to such Member for such Fiscal Year pursuant to this provision, as finally determined, appropriate adjustments shall not be made to the amounts of the next subsequent Tax Distributions due to such Member or, if necessary, distributions due to such Member pursuant to Section 6.1. The amount distributed to a Member pursuant to this Section 6.2 shall be treated as an advance on any Distributions. Notwithstanding anything against future distributions payable to the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments such Member pursuant to (downward (but not below zeroor by reason of) 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 thereofSection 6.1.

Tax Distributions. Notwithstanding the order of distributions in Section 4.1, the Partnership will use reasonable best efforts, consistent with any restrictions which may be imposed by applicable law, to make distributions to each Partner (or any other Person considered a partner for tax purposes) in amounts such that, prior to April 15 of each calendar year, each Partner (or any other Person considered a partner for tax purposes) has received distributions with respect to such year and prior years (whether pursuant to this Section 4.2 or otherwise) in aggregate amounts which equal not less than the sum for the immediately preceding Taxable Year and for all prior Taxable Years of (i) With respect the amount of taxable income allocated to such Partner for such Taxable Years, reduced by the amount of taxable losses allocated to such Partner for such Taxable Years, multiplied by (ii) for each Taxable Year, the Company shallmaximum marginal tax rate for long-term capital gains or ordinary income, as the case may be, plus other taxes imposed on such income, applicable to an individual taxpayer for federal income tax purposes and for the extent it has Distributable Cashstate(s) in which the Partnership receives directly or indirectly taxable income in respect of the taxable income recognized during such Taxable Year (such distribution, make cash distributions (the “Tax DistributionsDistribution”). The Partnership will use reasonable best efforts to cause such distributions to be made in a manner which permits such Partner (or any other Person considered a partner for tax purposes) to use the proceeds of such distributions to make on a timely basis all required estimated payments of taxes in respect of the taxable income so allocated to them (including as soon as is reasonably feasible following the end of each Member calendar quarter, but in accordance with no event later than January 10, April 10, June 10 and September 10 of each calendar year). The distributions required by this Section 4.01(b) 4.2 will be made without regard for the relative priorities and such Member’s Assumed Tax Liabilityamounts set forth in Section 4.1. Tax Distributions made pursuant to this Section 4.01(b)(i) 4.2 shall be estimated treated as advances on account of prospective distributions to be made pursuant to Section 4.1, and shall be taken into account by the Company way of reduction on a quarterly dollar-for-dollar 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 April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals 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 date 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 Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in determining the amount of Tax Distributions a Member received for such 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 distributions to be made to such Member with respect any Partner pursuant to any subsequent Taxable YearSection 4.1. For the avoidance of doubt, Tax Distributions No Partner shall not be treated as an advance on any Distributions. Notwithstanding anything liable 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 Partnership for any relevant taxable period amount distributed to it pursuant to this Section 4.2, or portion thereoffor any interest on such amount.

Tax Distributions. (i) With respect to each Taxable YearUnless in violation of the Act or other applicable law or if the Board, after consultation with the TMP, elects otherwise, the Company shallmay, with the approval of the Board, cause distributions to be made out of Cash Available for Distribution (if any) to the extent it has Distributable CashMembers in such amounts as the Board, make cash distributions in its reasonable discretion, determines appropriate to enable the Members to discharge their Tax Liability (as defined below) for any taxable year (“Tax Distributions”). A Member’s “Tax Liability” with respect to a taxable year shall be equal to the product of (a) the Tax Rate (as defined below) and (b) the amount of (x) net taxable income or gain of the Company actually allocated or that the Board estimates to each be allocated to such Member for federal income tax purposes for such taxable year and all prior taxable years, and any guaranteed payment pursuant to Section 707(c) of the Code to any Member in accordance with this respect of Section 4.01(b) 4.1.2 for such taxable year and 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, all prior taxable years (to the extent feasiblesuch net taxable income, gain or guaranteed payment was not previously taken into account for purposes of the calculation of the amount of any Tax Liability), reduced, but not below zero, by (y) any tax deduction, loss or credit previously or currently allocated to such Member and not previously taken into account for purposes of the calculation of the amount of any Tax Liability (but not including any expense deductible by a natural person only under Section 212 of the Code or any expenses described in Section 709 of the Code). Each Tax Distribution shall be distributed among the Members on a pro rata basis according to the Members amount of Tax Liability in respect of each Member. The “Tax Rate” shall mean, for any taxable year, the highest marginal combined federal, state, and local income tax rate (together with taking into account any difference in rates applicable to ordinary income and capital gains and assuming a statement showing full limitation on the calculation deduction of such Tax Distribution state and an estimate local Taxes under Section 68 of the Company’s net Code) applicable to an individual resident in San Francisco, California with respect to such taxable income allocable to each Member for year. If made, such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals 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 date 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 Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for by the Company no later than April 15 (based on each Taxable Year after Member’s Schedule K-1 from the allocation prior taxable year), or at such earlier time as may be determined by the Board, in its discretion. Distributions made to a Member pursuant to this Section 4.3 shall be treated as advances of distributions to be made to such Member, and shall be credited against, and reduce future distributions to be made to such Member, under (i) Section 4.1.2(c) (to the Company’s actual extent of any Tax Distributions attributable to allocations of net taxable income or loss has been determined and gain in respect of Section 4.1.2(c)), (ii) Section 4.1.2(d) (to the extent of any shortfall in the amount of Tax Distributions attributable to allocations of net taxable income or gain in respect of Section 4.1.2(d)), and (iii) Section 4.1.2(e) and Section 4.1.2(f) (in respect of all Tax Distributions except to the extent taken into account under clauses (i) or (ii) above and subject to the following sentence). For sake of clarification, distributions made to a Member received for such Taxable Year based on such final accounting pursuant to this Section 4.3 shall promptly not be distributed to such Member. For the avoidance of doubttreated as advances of, any excess Tax Distributions a Member receives with respect to any Taxable Year and shall reduce future Tax Distributions otherwise required not be credited against, distributions to be made to such Member with respect under Section 4.1.2(a) and Section 4.1.2(b) (including pursuant to any subsequent Taxable Year. For the avoidance Section 8.5.1(b) and for purposes 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 thereofSection 7.8 and Section 7.10).

Tax Distributions. Notwithstanding Section 5.1(a), to the extent funds of the Company may be available for distribution by the Company (i) With as determined by the Manager in its sole discretion), with respect to each Taxable Fiscal Year, the Company shall, to the extent it has Distributable Cash, make cash distributions (“Tax Distributions”) shall distribute to each Member in accordance with this Section 4.01(b) and 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 an amount of cash (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 April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals 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 ) equal to (i) the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated aggregate taxable income or loss of the Company for the Taxable Fiscal Year through allocated under this Agreement with respect to the end Units held by such Member (with taxable income reflecting, without limitation, adjustments under Sections 704(c), 734 and 743 of the Code and net of taxable losses of the Company allocated in respect of prior Fiscal Years and not previously taken into account under this clause), multiplied by (ii) the Applicable Tax Rate; provided, however, unless otherwise determined by the Manager in its sole discretion, the amount of the Tax Distribution distributable to the Corporation shall not be less than an amount that will enable the Corporation to satisfy its tax obligations and its obligations pursuant to the Tax Receivable Agreement (in each case as determined by the Manager in its sole discretion) for the relevant Fiscal Year (subject to sufficient funds available for distribution); provided further, that the amount of Tax Distributions made with respect to the Units (which, for the avoidance of doubt, includes the amount that will enable the Corporation to satisfy its obligations pursuant to the Tax Receivable Agreement, if applicable) shall be the same for every Unit and shall be equal to the highest amount that any Member would otherwise be entitled to receive on a per Unit basis under this Section 5.1(b). The Company shall, subject to the availability of cash, make advance distributions to the Members of their respective Tax Distributions on a quarterly periodbasis based upon estimates of the required Tax Distributions in a manner sufficient to permit the Members to apply such advances toward their quarterly estimated tax payment obligations. A final accounting for If the Manager determines there are insufficient funds available to pay the Tax Distributions in full, then Tax Distributions shall be made for to each Taxable Year after Member on a pro rata basis, with each Unit receiving the allocation same amount on a per Unit basis. To the extent that any holders of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Units have not received Tax Distributions a Member received for in full under this Section 5.1(b), such Taxable Year based on such final accounting unpaid amounts shall promptly carryforward and shall be distributed in future periods as Tax Distributions under this Section. Tax Distributions shall be treated as advances of any amounts holders of Units are entitled to such Member. receive pursuant to Section 5.1(a) and Article X. For the avoidance of doubt, any excess unless the Manager specifies that a distribution is not a Tax Distributions a Member receives Distribution pursuant to this Section 5.1(b), each Distribution with respect to any Taxable Year a Unit 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’ a 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 thereofDistribution.

Tax Distributions. (i) With respect Prior to each Taxable Year, the Company shallmaking of any other distributions hereunder, to the extent it the Company has Distributable Cashcash available to it, make cash distributions (“Tax Distributions”) and after setting aside appropriate reserves, the Company shall distribute to each Member, not later than ninety (90) days after the end of each fiscal year of the Company, cash in an amount that would be sufficient to permit such Member to pay the Theoretical Tax on the amount of taxable income allocated to such Member pursuant to Article III hereof for federal income tax purposes, without regard to the individual tax status of any Member, but after giving effect to (x) income and losses previously allocated by the Company to such Member in accordance fiscal years prior to the fiscal year with this Section 4.01(brespect to which the calculation is made, and (y) and such Member’s Assumed Tax Liability. Tax Distributions any distributions previously made pursuant to this Section 4.01(b)(i) 4.1. Each such distribution shall be estimated by referred to in this Agreement as a "Tax Distribution." A Tax Distribution shall be deemed to have been made on the last day of the pertinent fiscal year, and taken into account in determining allocations with respect to such fiscal year, notwithstanding that such Tax Distribution is made in the following fiscal year. If the Company on does not have sufficient cash available to it to make the full Tax Distribution owing to each Member for a quarterly basis andfiscal year, to the extent feasible, Tax Distributions for such fiscal year shall be distributed made pro rata to the Members (together with a statement showing in proportion to the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable Distributions owing to each Member for such period) on fiscal year. Notwithstanding anything herein to the contrary, ASC may waive its right to receive all or a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are portion of any Tax Distributions 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 date 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 Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Taxable Year based on such final accounting shall promptly be distributed to such 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 ASC under 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 thereofSection 4.1.

Tax Distributions. In the event that the Company sells an equity interest in a Subsidiary, resulting in taxable income being recognized by the Members, or the Members are otherwise allocated taxable income from the Company (in each case, other than upon an Exit Event), the Company may make distributions to the Members to the extent of available cash (as determined by the Board in its discretion) in an amount equal to such income multiplied by a reasonable tax rate determined by the Board; it being understood that, if the Members are allocated material taxable income without corresponding cash distributions sufficient to pay the resulting tax liabilities, it is the Company’s intention to make the tax distributions referred to herein, provided that the Board in its sole discretion shall determine whether any such tax distributions will be made. Notwithstanding the foregoing, in the event holders of Restricted Common Units are allocated taxable income from the Company (other than upon an Exit Event) and, as a result of Section 9.1(b), the product of (i) With the taxable income allocated to such holders of Restricted Common Units and (ii) a reasonable tax rate (determined by the Board) exceeds the distributions made to such holders of Restricted Common Units with respect to each Taxable Yearsuch Restricted Common Units, then the Company shall, will make tax distributions to such holders of Restricted Common Units to the extent it has Distributable Cash, make of available cash (as determined by the Board in its discretion) in an amount up to such excess. Any distributions (“Tax Distributions”) made to each a Member in accordance with this Section 4.01(b) and such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) 9.6 shall be estimated reduce the amount otherwise distributable to such Member pursuant to the other provisions of this Agreement, so that to the maximum extent possible, the total amount of distributions received by each Member pursuant to this Agreement at any time is the same as such Member would have received if no distribution had been made pursuant to this Section 9.6. To the extent the cumulative sum of tax distributions made to a Member under this Section 9.6 has not been applied pursuant to the preceding sentence to reduce other amounts distributable to such Member, such Member shall contribute to the Company the remaining amounts necessary to give full effect to the preceding sentence on the date of the final liquidating distribution made by the Company on a quarterly basis and, pursuant 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 April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals 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 date 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 Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Taxable Year based on such final accounting shall promptly be distributed to such 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 thereofSection 13.2.

Tax Distributions. (i) With respect to On or before April 15th of each Taxable Fiscal Year, the Company shall, shall distribute to each Person who was a Member during the extent it has Distributable Cash, make immediately preceding Fiscal Year of the Company an amount of cash distributions (the “Tax DistributionsDistribution Limitation Amount”) equal to each forty-seven percent (47%) (such rate to be subject to one or more equitable adjustments by the Board to reflect the highest combined marginal federal and state income tax rates, taking into account deductibility of state taxes against federal income, then applicable to an individual residing or a corporation conducting all of its activities in Georgia, whichever is higher, but taking into account any reduced rates of taxation for particular items of Company income and gain that are generally applicable to Members) of (a) the total amount of cumulative taxable income and gain allocated to such Member for federal income tax purposes in accordance the Company income tax return filed or to be filed with this Section 4.01(brespect to such Fiscal Year and prior Fiscal Years, over (b) the total cumulative amount of losses and deductions allocated to such MemberMember for federal income tax purposes in the Company’s Assumed Tax Liability. Tax Distributions income tax return filed or to be filed with respect to such Fiscal Year and prior Fiscal Years, reduced by any prior distributions pursuant to this Section 4.01(b)(i5.7 with respect to such Fiscal Year and prior Fiscal Years; provided that income attributable to a distribution under Section 5.4 that is treated as a payment under Sections 707(a) or 707(c) of the Code shall be estimated by treated as an allocation of taxable income of the Company on a quarterly basis and, to the extent feasiblerecipient of such distribution. Notwithstanding the foregoing, no distribution shall be distributed made or required under this Section 5.7 with respect to any Fiscal Year to any Member in excess of the Members (together with a statement showing the calculation of such Tax Distribution and an estimate Limitation Amount. In the discretion of the Company’s net taxable income allocable to Board, distributions under this Section 5.7 may be made on an estimated basis each Member for quarter; if such period) on a quarterly basis estimated distributions exceed the actual amount required on April 15th, June 15thsuch Member receiving excess distributions shall be given a credit balance, September 15th and December 15th such excess shall be deducted from such Member’s next distribution(s) under this Section 5.7 (until fully repaid). No distribution under this Section 5.7 shall be made if the making of such distribution would constitute a violation of the Act or such any other dates for Applicable Law or order of any court of competent jurisdiction or any contract or agreement by which corporations or individuals 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 date as is bound. Furthermore, no distributions shall be made under this Section 5.7 after 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 dissolution of the Company for the Taxable Year through the end of the relevant quarterly periodor in connection with its winding up and liquidation. A final accounting for Tax Distributions made under this Section 5.7 shall be made for credited to each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined Member as if such Member had received such distribution in accordance with Section 4, and any shortfall in the amount of Tax Distributions so shall be treated as advances against, and reduce by a Member received for such Taxable Year based on such final accounting shall promptly be distributed corresponding amount, future distributions to such MemberMember under such section. For the avoidance of doubt, and notwithstanding 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 provisions in this Agreement to the contrary in this Agreementcontrary, the Manager Members acknowledge and agree that Provider shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) be entitled to receive distributions under this Section 5.7 without regard 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 thereofHurdle Amount.

Tax Distributions. (i) With respect Notwithstanding any other provision herein to each Taxable Yearthe contrary, so long as the Company is treated as a partnership for federal income tax purposes, the Company shall, subject to having cash available after taking into account reserves as determined in the good faith discretion of the Board, make quarterly advance cash distributions to each Partner in an amount equal to the extent it has Distributable Cash, make cash distributions Partner’s Quarterly Estimated Tax Amount for such quarter (“Tax Distributions”), and the Board shall use commercially reasonable efforts to cause such Tax Distributions to be made at least five (5) days before estimated U.S. federal income tax payments for individuals are due. If, on the date of a quarterly estimated distribution, the cash available to the Company (as determined in the good faith discretion of the Board) is not sufficient to distribute to each Member in accordance with Partner the full amount of such Partner’s Tax Distribution that would otherwise be required under this Section 4.01(b2.4, then (A) and such Member’s Assumed Tax Liability. Tax Distributions distributions shall be made by the Company to the Partners pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, 2.4 to the extent feasible, shall be of the cash so available in proportion to the amounts that would have been distributed to each Partner pursuant to this Section 2.4 if there had been a sufficient amount of cash available to the Members (together with a statement showing the calculation of Company to make such Tax Distribution and in full, (B) the Company shall make future distributions as soon as reasonably practicable following the date on which there exists an estimate amount of cash available to the Company after taking into account reserves as determined in the good faith discretion of the CompanyBoard sufficient to pay the remaining portion of such Partner’s net taxable income allocable to each Member for such periodrequired Tax Distribution and (C) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals 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 shall not, until the remaining portion of each such Partner’s required Tax Distribution on is so distributed, make a Distribution other than pursuant to this sentence. The Company shall make commercially reasonable efforts to ensure that any other date as the Company determines is necessary to enable the Members to timely make estimated income tax paymentsfinancing documents allow for full Tax Distributions. Quarterly Each Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Taxable Year based on such final accounting shall promptly be distributed to such 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 Distribution made to such Member with respect a Partner pursuant to any subsequent Taxable Year. For the avoidance of doubt, Tax Distributions this Section 2.4 shall not be treated as an advance on any Distributions. Notwithstanding anything to the contrary in this Agreementagainst, and thus reduce, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zeroamount of the next succeeding Distribution or Distributions which would otherwise have been paid to such Partner pursuant to Section 2.1 of this Agreement or pursuant to Section 6.4(b) or upwardSection 11.1(c) to (under 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 thereofHoldco LLC Agreement), as applicable.