Common use of Tax Distributions Clause in Contracts

Tax Distributions. Subject to §17-607 of the Act, and unless determined otherwise by the General Partner in its sole discretion, the Partnership shall make distributions to each Partner for each calendar quarter ending after the date hereof as follows (collectively, the “Tax Distributions”): (a) On or before the 10th day following the end of the First Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the First Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (b) On or before the 10th day following the end of the Second Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the Second Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (c) On or before the 10th day following the end of the Third Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the Third Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (d) On or before the 10th day following the end of the Fourth Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the Fourth Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; and (e) Tax Distributions shall be made on the basis of a calendar year regardless of the Fiscal Year used by the Partnership. To the extent the General Partner determines in its sole and absolute discretion that the distributions made under the foregoing subsections (a) through (d) are insufficient to satisfy the Partners’ Presumed Tax Liability for the applicable calendar year, on or before the April 10th immediately following the applicable calendar year, an amount that the General Partner determines in its reasonable discretion will be sufficient to allow each Partner to satisfy his Presumed Tax Liability for the applicable calendar year, after taking into account all Prior Distributions made to the Partners with respect to the applicable calendar year, excluding any Tax Distribution with respect to a previous calendar year. (f) Notwithstanding any other provision of this Agreement, other than Section 7.3(g), Tax Distributions shall be made: (i) to all Partners pro rata in accordance with their Percentage Interests; and (ii) as if each distributee Partner was allocated an amount of income in each Quarterly Period in respect of such Partner’s Units equal to the product of (x) the highest amount of income allocated to any Partner with respect to his Units, calculated on a per-Unit basis, taking into account any income allocations pursuant to Section 6.2 hereof and disregarding any adjustment required by Section 734 or Section 743 of the Code, multiplied by (y) the amount of Units held by such distributee Partner. (g) Subject to the limitations set forth in this Section 7.3, the Partnership shall make distributions in respect of the tax liability of a Partner arising from the allocation of any items hereunder to Class C Non-Equity Interests applying principles similar to the principles for determining Tax Distributions and Presumed Tax Liability, and amounts so allocated, determined or distributed with respect to Class C Non-Equity Interests of a Partner shall not be taken into account in determining any Tax Distributions in respect of Units.

Tax Distributions. Subject to §17-607 of the Act, and unless determined otherwise by the General Partner in its sole discretion, the Partnership shall make distributions to each Partner for each calendar quarter ending after the date hereof as follows (collectively, the “Tax Distributions”): (a) On or before the 10th day following the end of the First Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the First Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (b) On or before the 10th day following the end of the Second Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the Second Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (c) On or before the 10th day following the end of the Third Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the Third Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (d) On or before the 10th day following the end of the Fourth Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the Fourth Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; and (e) Tax Distributions shall be made on the basis of a calendar year regardless of the Fiscal Year used by the Partnership. To the extent the General Partner determines in its sole and absolute discretion that the distributions made under the foregoing subsections (a) through (d) are insufficient to satisfy the Partners’ Presumed Tax Liability for the applicable calendar year, on or before the April 10th immediately following the applicable calendar year, an amount that the General Partner determines in its reasonable discretion will be sufficient to allow each Partner to satisfy his Presumed Tax Liability for the applicable calendar year, after taking into account all Prior Distributions made to the Partners with respect to the applicable calendar year, excluding any Tax Distribution with respect to a previous calendar year. (f) Notwithstanding any other provision of this Agreement, other than Section 7.3(g), any Tax Distributions shall be made: (i) to all Limited Partners holding Common Units (other than Non-Participating Class P Common Units and Class A-1 Common Units) pro rata in accordance with the Percentage Interests associated with their Common Units; (ii) to all PSI Limited Partners pro rata in accordance with the Percentage Interests associated with their Percentage InterestsPSIs; and (iiiii) as if each distributee Partner was allocated an amount of income in each Quarterly Period in respect of such Partner’s class of Units equal to the product of (x) the highest amount of income allocated to any Partner with respect to his the same class of Units, calculated on a per-Unit basis, taking into account any income allocations pursuant to Section 6.2 hereof and disregarding any adjustment required by Section 734 or Section 743 of the Code, multiplied by (y) the amount of Units held by such distributee Partner. (g) Subject to the limitations set forth in this Section 7.3, the Partnership shall make distributions in respect of the tax liability of a Partner arising from the allocation of any items hereunder to Class C Non-Equity Interests applying principles similar to the principles for determining Tax Distributions and Presumed Tax Liability, and amounts so allocated, determined or distributed with respect to Class C Non-Equity Interests of a Partner shall not be taken into account in determining any Tax Distributions in respect of Units.

Tax Distributions. Subject to §§ 17-607 of the Act, and unless determined otherwise by the General Partner in its sole discretion, the Partnership shall make distributions to each Partner for each calendar quarter ending after the date hereof as follows (collectively, the “"Tax Distributions”"): (a) On or before the 10th day following the end of the First Quarterly Period of each calendar year, an amount equal to such Partner’s 's Presumed Tax Liability for the First Quarterly Period (the "First Quarter Tax Distribution") less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (b) On or before the 10th day following the end of the Second Quarterly Period of each calendar yearCalendar Year, an amount equal to such Partner’s 's Presumed Tax Liability for the Second Quarterly Period (the "Second Quarter Tax Distribution") less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (c) On or before the 10th day following the end of the Third Quarterly Period of each calendar yearCalendar Year, an amount equal to such Partner’s 's Presumed Tax Liability for the Third Quarterly Period (the "Third Quarter Tax Distribution") less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (d) On or before the 10th day following the end of the Fourth Quarterly Period of each calendar yearCalendar Year, an amount equal to such Partner’s 's Presumed Tax Liability for the Fourth Quarterly Period (the "Fourth Quarter Tax Distribution") less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; and (e) Tax Distributions shall be made on the basis of a calendar year regardless of the Fiscal Year used by the Partnership. To the extent the General Partner determines in its sole and absolute discretion that the distributions made under the foregoing subsections (a) through (d) are insufficient to satisfy the Partners’ ' Presumed Tax Liability for the applicable calendar year, on or before the April 10th immediately following the applicable calendar year, an amount that the General Partner determines in its reasonable discretion will be sufficient to allow each Partner to satisfy his or her Presumed Tax Liability for the applicable calendar year, after taking into account all Prior Distributions made to the Partners with respect to the applicable calendar year, excluding any Tax Distribution with respect to a previous calendar year. (f) Notwithstanding any other provision of this Agreement, other than Section 7.3(g), Tax Distributions shall be made: (i) to all Partners pro rata in accordance with their Percentage Interests; and (ii) as if each distributee Partner was allocated an amount of income in each Quarterly Period in respect of such Partner’s Units quarterly period equal to the product of (x) the highest amount of income allocated to any Partner with respect to his Units, calculated on a per-Unit basis, taking into account any income allocations pursuant to Section 6.2 hereof and disregarding any adjustment required by Section 734 or Section 743 of the Codehereof, multiplied by (y) the amount of Units held by such distributee Partnerpartner. (g) Subject If necessary, but subject to Section 17-607 of the limitations set forth in this Section 7.3Act, the Partnership shall be required to borrow funds in order to make distributions in respect the Tax Distributions required by this Section 7.3. (h) For the avoidance of doubt, for purposes of calculating the tax liability amount of Tax Distributions to which a Partner arising from the allocation of any items hereunder to Class C Non-Equity Interests applying principles similar to the principles for determining Tax Distributions and Presumed Tax Liability, and amounts so allocated, determined or distributed is entitled with respect to Class C Non-Equity Interests of a Partner particular Quarterly Period, the term "Prior Distributions" shall not be taken into account include such Partner's share of any distribution made during the Pre-IPO Period in determining any Tax Distributions in excess of the Pre-IPO Minimum Distribution made to such Partner with respect of Unitsto such Quarterly Period.

Tax Distributions. Subject to §17-607 of the Act, and unless determined otherwise by the General Partner in its sole discretion, the Partnership shall make distributions to each Partner for each calendar quarter ending after the date hereof as follows (collectively, the “"Tax Distributions”"): (a) On or before the 10th day following the end of the First Quarterly Period of each calendar year, an amount equal to such Partner’s 's Presumed Tax Liability for the First Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (b) On or before the 10th day following the end of the Second Quarterly Period of each calendar year, an amount equal to such Partner’s 's Presumed Tax Liability for the Second Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (c) On or before the 10th day following the end of the Third Quarterly Period of each calendar year, an amount equal to such Partner’s 's Presumed Tax Liability for the Third Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (d) On or before the 10th day following the end of the Fourth Quarterly Period of each calendar year, an amount equal to such Partner’s 's Presumed Tax Liability for the Fourth Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; and (e) Tax Distributions shall be made on the basis of a calendar year regardless of the Fiscal Year used by the Partnership. To the extent the General Partner determines in its sole and absolute discretion that the distributions made under the foregoing subsections (a) through (d) are insufficient to satisfy the Partners’ ' Presumed Tax Liability for the applicable calendar year, on or before the April 10th immediately following the applicable calendar year, an amount that the General Partner determines in its reasonable discretion will be sufficient to allow each Partner to satisfy his Presumed Tax Liability for the applicable calendar year, after taking into account all Prior Distributions made to the Partners with respect to the applicable calendar year, excluding any Tax Distribution with respect to a previous calendar year. (f) Notwithstanding any other provision of this Agreement, other than Section 7.3(g), Tax Distributions shall be made: (i) to all Partners pro rata in accordance with their Percentage Interests; and (ii) as if each distributee Partner was allocated an amount of income in each Quarterly Period in respect of such Partner’s 's Units equal to the product of (x) the highest amount of income allocated to any Partner with respect to his Units, calculated on a per-Unit basis, taking into account any income allocations pursuant to Section 6.2 hereof and disregarding any adjustment required by Section 734 or Section 743 of the Code, multiplied by (y) the amount of Units held by such distributee Partner. (g) Subject to the limitations set forth in this Section 7.3, the Partnership shall make distributions in respect of the tax liability of a Partner arising from the allocation of any items hereunder to Class C Non-Equity Interests applying principles similar to the principles for determining Tax Distributions and Presumed Tax Liability, and amounts so allocated, determined or distributed with respect to Class C Non-Equity Interests of a Partner shall not be taken into account in determining any Tax Distributions in respect of Units.

Tax Distributions. Subject to §17-607 of the Act, and unless determined otherwise by the General Partner in its sole discretion, the Partnership shall make distributions to each Partner for each calendar quarter ending after the date hereof as follows (collectively, the “Tax Distributions”): (a) On or before the 10th day following the end of the First Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the First Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (b) On or before the 10th day following the end of the Second Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the Second Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (c) On or before the 10th day following the end of the Third Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the Third Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (d) On or before the 10th day following the end of the Fourth Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the Fourth Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; and (e) Tax Distributions shall be made on the basis of a calendar year regardless of the Fiscal Year used by the Partnership. To the extent the General Partner determines in its sole and absolute discretion that the distributions made under the foregoing subsections (a) through (d) are insufficient to satisfy the Partners’ Presumed Tax Liability for the applicable calendar year, on or before the April 10th immediately following the applicable calendar year, an amount that the General Partner determines in its reasonable discretion will be sufficient to allow each Partner to satisfy his Presumed Tax Liability for the applicable calendar year, after taking into account all Prior Distributions made to the Partners with respect to the applicable calendar year, excluding any Tax Distribution with respect to a previous calendar year. (f) Notwithstanding any other provision of this Agreement, other than Section 7.3(g), any Tax Distributions shall be made: (i) to all Limited Partners holding Common Units (other than Non-Participating Class P Common Units) pro rata in accordance with the Percentage Interests associated with their Common Units; (ii) to all PSI Limited Partners pro rata in accordance with the Percentage Interests associated with their Percentage InterestsPSIs; and (iiiii) as if each distributee Partner was allocated an amount of income in each Quarterly Period in respect of such Partner’s class of Units equal to the product of (x) the highest amount of income allocated to any Partner with respect to his the same class of Units, calculated on a per-Unit basis, taking into account any income allocations pursuant to Section 6.2 hereof and disregarding any adjustment required by Section 734 or Section 743 of the Code, multiplied by (y) the amount of Units held by such distributee Partner. (g) Subject to the limitations set forth in this Section 7.3, the Partnership shall make distributions in respect of the tax liability of a Partner arising from the allocation of any items hereunder to Class C Non-Equity Interests applying principles similar to the principles for determining Tax Distributions and Presumed Tax Liability, and amounts so allocated, determined or distributed with respect to Class C Non-Equity Interests of a Partner shall not be taken into account in determining any Tax Distributions in respect of Units.

Tax Distributions. Subject to §17-607 of the Act, and unless determined otherwise by the General Partner in its sole discretion, the Partnership shall make distributions to each Partner for each calendar quarter ending after the date hereof as follows (collectively, the “Tax Distributions”): (a) On or before the 10th day following the end of the First Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the First Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (b) On or before the 10th day following the end of the Second Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the Second Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (c) On or before the 10th day following the end of the Third Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the Third Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (d) On or before the 10th day following the end of the Fourth Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the Fourth Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; and (e) Tax Distributions shall be made on the basis of a calendar year regardless of the Fiscal Year used by the Partnership. To the extent the General Partner determines in its sole and absolute discretion that the distributions made under the foregoing subsections (a) through (d) are insufficient to satisfy the Partners’ Presumed Tax Liability for the applicable calendar year, on or before the April 10th immediately following the applicable calendar year, an amount that the General Partner determines in its reasonable discretion will be sufficient to allow each Partner to satisfy his Presumed Tax Liability for the applicable calendar year, after taking into account all Prior Distributions made to the Partners with respect to the applicable calendar year, excluding any Tax Distribution with respect to a previous calendar year. (f) Notwithstanding any other provision of this Agreement, other than Section 7.3(g), any Tax Distributions shall be made: (i) to all Limited Partners holding Common Units pro rata in accordance with the Percentage Interests associated with their Common Units; (ii) to all PSI Limited Partners pro rata in accordance with the Percentage Interests associated with their Percentage InterestsPSIs; and (iiiii) as if each distributee Partner was allocated an amount of income in each Quarterly Period in respect of such Partner’s class of Units equal to the product of (x) the highest amount of income allocated to any Partner with respect to his the same class of Units, calculated on a per-Unit basis, taking into account any income allocations pursuant to Section 6.2 hereof and disregarding any adjustment required by Section 734 or Section 743 of the Code, multiplied by (y) the amount of Units held by such distributee Partner. (g) Subject to the limitations set forth in this Section 7.3, the Partnership shall make distributions in respect of the tax liability of a Partner arising from the allocation of any items hereunder to Class C Non-Equity Interests applying principles similar to the principles for determining Tax Distributions and Presumed Tax Liability, and amounts so allocated, determined or distributed with respect to Class C Non-Equity Interests of a Partner shall not be taken into account in determining any Tax Distributions in respect of Units.

Tax Distributions. Subject to §17-607 of the Act, and unless determined otherwise by the General Partner in its sole discretionthis Article V, the Partnership shall make distributions distribute to each Limited Partner for with respect to each calendar quarter ending after the date hereof as follows Unit held by such Limited Partner, by no later than April 10 of each fiscal year an amount (collectively, the “Tax DistributionsDistribution”): (a) On or before the 10th day following the end of the First Quarterly Period of each calendar year, an amount in cash equal to such Partner’s Presumed Tax Liability for (A) the First Quarterly Period less the aggregate amount excess, if any, of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (b) On or before the 10th day following the end of the Second Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the Second Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (c) On or before the 10th day following the end of the Third Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the Third Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (d) On or before the 10th day following the end of the Fourth Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the Fourth Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; and (e) Tax Distributions shall be made on the basis of a calendar year regardless of the Fiscal Year used by the Partnership. To the extent the General Partner determines in its sole and absolute discretion that the distributions made under the foregoing subsections (a) through (d) are insufficient to satisfy the Partners’ Presumed Tax Liability for the applicable calendar year, on or before the April 10th immediately following the applicable calendar year, an amount that the General Partner determines in its reasonable discretion will be sufficient to allow each Partner to satisfy his Presumed Tax Liability for the applicable calendar year, after taking into account all Prior Distributions made to the Partners with respect to the applicable calendar year, excluding any Tax Distribution with respect to a previous calendar year. (f) Notwithstanding any other provision of this Agreement, other than Section 7.3(g), Tax Distributions shall be made: (i) to all Partners pro rata in accordance with their Percentage Interests; and (ii) as if each distributee Partner was allocated an amount of income in each Quarterly Period in respect of such Partner’s Units equal to the product of (x) the highest amount of income allocated to any Partner Deemed Tax Rate with respect to his Units, calculated on a per-such Unit basis, taking into account any income allocations pursuant to Section 6.2 hereof and disregarding any adjustment required by Section 734 or Section 743 of the Code, multiplied by (y) the taxable income of the Partnership allocated to a Limited Partner by reason of the Partner’s holding such Unit pursuant to Sections 17.5, 17.6 and 17.7 for the preceding fiscal year, over (ii) the amounts previously distributed in respect of such Unit for such fiscal year pursuant to this Section 5.1 in such preceding fiscal year or prior to the date of the Tax Distribution in the current fiscal year, plus (B) in the case of a holder of Series A-2 Units, an amount equal to the accounting and other administrative costs attributable to the Limited Partner’s holding its Interest in the Partnership and maintaining its existence (including, without limitation, any doing business fees or taxes or franchise taxes or capital net worth and similar taxes relating to maintaining its existence). For the avoidance of Units held doubt, such Tax Distributions may be made prior to April 10 (including in the preceding fiscal year) in order to permit the Limited Partners to satisfy estimated tax or other tax payment requirements, and any such Tax Distributions with respect to estimated tax payments shall be made not later than the tenth day after the completion of each fiscal quarter or as soon as practicable thereafter. If the income allocated to a Limited Partner in respect of a Unit is adjusted on audit and there is a final determination that the Limited Partner’s share of the Partnership’s taxable income for a particular year is greater than the amount initially allocated to such Limited Partner by the Partnership, the Partnership shall distribute to such distributee Limited Partner an amount equal to the Deemed Tax Rate with respect to such Unit times the increase in taxable income allocated to such Limited Partner in respect of such Unit. If the income allocated to a Limited Partner is adjusted on audit and there is a final determination that the Limited Partner’s share of the Partnership’s taxable income with respect to a Unit for a particular year is less than the amount initially allocated to such Limited Partner by the Partnership with respect to such Unit, the Partnership shall deduct from such Limited Partner’s Tax Distribution for the following fiscal year an amount equal to the Deemed Tax Rate with respect to such Unit times the decrease in taxable income allocated to the Limited Partner with respect to such Unit. Because no taxable income in excess of taxable loss will be allocated in respect of a Class C Unit, no Tax Distribution shall be made with respect to a Class C Unit. (g) Subject 5.1.1. Unless the General Partner determines in good faith that a possible Tax Distribution referred to in Section 5.1 would be prohibited under the limitations set forth in this Section 7.3Act, under any law, statute, rule, regulation or contractual obligation applicable to or binding on the Partnership or any of its Subsidiaries, the Partnership shall make distributions a Tax Distribution to the Limited Partners entitled thereto not later than the date specified in respect Section 5.1, and in the event that a contractual obligation prohibits the Partnership from making a Tax Distribution, the Partnership shall make a good faith effort to have the prohibition imposed by such contractual obligation removed and shall cause a Distribution of such portion, if any, of such Tax Distribution that is not so prohibited to be made pro rata to Limited Partners based on the portions of the tax liability Tax Distribution otherwise payable that such Limited Partners would receive. 5.1.2. Any determination of the amount of a Tax Distribution made by the General Partner arising from the allocation of any items hereunder pursuant to Class C Non-Equity Interests applying principles similar to the principles for determining Tax Distributions this Section 5.1 shall be conclusive and Presumed Tax Liability, and amounts so allocated, determined or distributed with respect to Class C Non-Equity Interests of a Partner shall not be taken into account in determining any Tax Distributions in respect of Unitsbinding on all Partners.

Tax Distributions. (a) Subject to §17§ 18-607 of the Act, and unless determined otherwise by any restrictions contained in any financing agreement or other third party agreement to which the General Partner in its sole discretionCompany is a party, the Partnership Company shall make distributions of Available Cash to each Partner Member (or its predecessor) in respect of the Company Units held by such Member (or its predecessors) such that for each calendar quarter ending after the date hereof as follows (such distributions, together with any distributions pursuant to Section 4.2(b) or (c), are referred to herein, collectively, the as “Tax Distributions”): (ai) On or before the 10th day following the end of the First Quarterly Period of each calendar year, an amount equal to such PartnerMember’s Presumed Tax Liability for the First Quarterly Period and all prior periods beginning on or after Closing Date, less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar yearMember or its predecessor or transferor; (bii) On or before the 10th day following the end of the Second Quarterly Period of each calendar year, an amount equal to such PartnerMembers’ or its predecessor’s or transferor’s Presumed Tax Liability for the Second Quarterly Period and all prior periods beginning on or after Closing Date, less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar yearMember or its predecessor or transferor; (ciii) On or before the 10th day following the end of the Third Quarterly Period of each calendar year, an amount equal to such PartnerMember’s Presumed Tax Liability for the Third Quarterly Period and all prior periods beginning on or after Closing Date, less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year;Member or its predecessor or transferor; and (div) On or before the 10th day following the end of the Fourth Quarterly Period of each calendar year, an amount equal to such PartnerMember’s Presumed Tax Liability for the Fourth Quarterly Period and all prior periods beginning on or after Closing Date, less the aggregate amount of Prior Distributions previously made to such Partner during such Member or its predecessor or transferor. (b) On or before April 10 of each calendar year, excluding any Tax Distribution if the Managing Member determines in its sole discretion that all Prior Distributions made with respect to a previous the immediately preceding calendar year are insufficient to satisfy the Members’ Presumed Tax Liability for such immediately preceding calendar year and all prior periods beginning on or after Closing Date the Company shall make an additional Tax Distribution to each Member in an amount that the Managing Member determines in its reasonable discretion will be sufficient to allow each Member to satisfy his or her Presumed Tax Liability for the immediately preceding calendar year and all prior periods beginning on or after Closing Date. (c) On or before October 30 of each calendar year; and, if the Managing Member determines in its sole discretion that all Prior Distributions made with respect to the immediately preceding calendar year are insufficient to satisfy the Members’ Presumed Tax Liability for such immediately preceding calendar year and all prior periods beginning on or after Closing Date, the Company shall make an additional Tax Distribution to each Member in an amount that the Managing Member determines in its reasonable discretion will be sufficient to allow each Member to satisfy his or her Presumed Tax Liability for the immediately preceding calendar year and all prior periods beginning on or after Closing Date. (ed) Tax Distributions shall be made on the basis of a calendar year regardless of the Fiscal Year used by the Partnership. To the extent the General Partner determines in its sole and absolute discretion that the distributions made under the foregoing subsections (a) through (d) are insufficient to satisfy the Partners’ Presumed Tax Liability for the applicable calendar year, on or before the April 10th immediately following the applicable calendar year, an amount that the General Partner determines in its reasonable discretion will be sufficient to allow each Partner to satisfy his Presumed Tax Liability for the applicable calendar year, after taking into account all Prior Distributions made to the Partners with respect to the applicable calendar year, excluding any Tax Distribution with respect to a previous calendar yearCompany. (fe) Notwithstanding any other provision of this Agreement, other than Section 7.3(g), Tax Distributions shall be made: (i) to all Partners Members pro rata in accordance with their Percentage Interests; and (ii) as if each distributee Partner Member was allocated an amount of income in each Quarterly Period in respect of such Partner’s Units quarterly period equal to the product of (x) the highest quotient of (A) the amount of income allocated to any Partner Members other than the Managing Member with respect to his their Company Units, calculated on a per-Unit basis, taking into account any income allocations pursuant to Section 6.2 hereof and disregarding any adjustment required 5.4 hereof, divided by Section 734 or Section 743 (B) the aggregate amount of the CodeCompany Units held by all such Members, multiplied by (y) the amount of Company Units held by such distributee PartnerMember. For the avoidance of doubt, in the event that the Company does not have sufficient Available Cash or is prohibited from making sufficient distributions under a financing agreement or other third party agreement, any Tax Distributions shall be made pro rata in accordance with Percentage Interests. (gf) Subject The determination as to which calendar year any distribution relates shall be made by the limitations set forth Managing Member in this Section 7.3, the Partnership shall make distributions in respect of the tax liability of a Partner arising from the allocation of any items hereunder to Class C Non-Equity Interests applying principles similar to the principles for determining Tax Distributions and Presumed Tax Liability, and amounts so allocated, determined or distributed with respect to Class C Non-Equity Interests of a Partner shall not be taken into account in determining any Tax Distributions in respect of Unitsits reasonable discretion.

Tax Distributions. (a) Subject to §17-607 the restrictions of any of the ActPartnership’s and/or its Subsidiaries’ then applicable debt financing agreements and subject to the retention of any other amounts necessary to satisfy the Partnership’s and/or its Subsidiaries’ obligations, and unless determined otherwise at least five days before each date prescribed by the General Partner in its sole discretionCode for a calendar year corporation to pay quarterly installments of estimated tax, the Partnership shall make distributions use commercially reasonable efforts to distribute to each Limited Partner cash in proportion to and to the extent of such Limited Partner’s Quarterly Estimated Tax Amount for each the applicable calendar quarter ending quarter. If, at any time after the date hereof as follows (collectivelyfinal Quarterly Estimated Tax Amount has been distributed pursuant to the previous sentence with respect to any Taxable Year, the aggregate Tax Distributions to the Limited Partners with respect to such Taxable Year are less than the Limited Partners’ aggregate Tax Amounts for such Taxable Year (a “Tax DistributionsShortfall Amount”): (a) On or before ), the 10th day following the end of the First Quarterly Period of each calendar year, an amount Partnership shall use commercially reasonable efforts to distribute cash equal to such the Shortfall Amount to each Limited Partner in proportion to the number of LP Units owned by each Limited Partner’s Presumed Tax Liability for the First Quarterly Period less the aggregate amount of Prior Distributions previously made . The Partnership shall use commercially reasonable efforts to such Partner during such calendar year, excluding distribute any Tax Distribution Shortfall Amount with respect to a previous calendar year;Taxable Year before the 75th day of the next succeeding Taxable Year. If the aggregate distributions made to the Limited Partners pursuant to this Section 7.3(a) for any Taxable Year exceed the Limited Partners’ aggregate Tax Amount (an “Excess Amount”) such Excess Amount shall reduce subsequent distributions that would be made pursuant to this Section 7.3(a). (b) On or before the 10th day following the end of the Second Quarterly Period of each calendar yearIn addition to Tax Distributions described in Section 7.3(a), an amount equal to such Partner’s Presumed Tax Liability for the Second Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year;any applicable time period occurring prior the Merger Effective Date, the Partnership will continue to be obligated to make Tax Distributions (as such term is defined in the Prior Agreement) after the Merger Effective Date to the applicable Limited Partners (as such term is defined in the Prior Agreement) in the manner provided for in Section 7.3 of the Prior Agreement (but only to the extent such Tax Distributions were not otherwise made by the Partnership prior to the Merger Effective Date). (c) On or before the 10th day following the end of the Third Quarterly Period of each calendar year, an amount equal Distributions made pursuant to such Partner’s Presumed Tax Liability for the Third Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; this Section 7.3 (dincluding as described in Section 7.3(b)) On or before the 10th day following the end of the Fourth Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the Fourth Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; and (e) Tax Distributions shall not be made considered advances on the basis of a calendar year regardless of the Fiscal Year used by the Partnership. To the extent the General Partner determines in its sole and absolute discretion that the distributions made under the foregoing subsections (a) through (d) are insufficient to satisfy the Partners’ Presumed Tax Liability for the applicable calendar year, on or before the April 10th immediately following the applicable calendar year, an amount that the General Partner determines in its reasonable discretion will be sufficient to allow each Partner to satisfy his Presumed Tax Liability for the applicable calendar year, after taking into account all Prior Distributions made to the Partners with respect to the applicable calendar year, excluding any Tax Distribution with respect to a previous calendar year. (f) Notwithstanding any other provision of this Agreement, other than Section 7.3(g), Tax Distributions shall be made: (i) to all Partners pro rata in accordance with their Percentage Interests; and (ii) as if each distributee Partner was allocated an amount of income in each Quarterly Period in respect of such Partner’s Units equal to the product of (x) the highest amount of income allocated to any Partner with respect to his Units, calculated on a per-Unit basis, taking into account any income allocations pursuant to Section 6.2 hereof 7.2, and disregarding shall not reduce the distributions to be made to any adjustment required by Limited Partner under Section 734 or Section 743 of the Code, multiplied by (y) the amount of Units held by such distributee Partner. (g) Subject 7.2. No Limited Partner shall be liable to the limitations set forth in Partnership for any amount distributed to it pursuant to this Section 7.3, the Partnership shall make distributions in respect of the tax liability of a Partner arising from the allocation of 7.3 or for any items hereunder to Class C Non-Equity Interests applying principles similar to the principles for determining Tax Distributions and Presumed Tax Liability, and amounts so allocated, determined or distributed with respect to Class C Non-Equity Interests of a Partner shall not be taken into account in determining any Tax Distributions in respect of Unitsinterest on such amount.

Tax Distributions. Subject to §§ 17-607 of the Act, and unless determined otherwise by the General Partner in its sole discretion, the Partnership shall make distributions to each Partner for each calendar quarter ending after the date hereof as follows (collectively, the “Tax Distributions”): (a) On or before the 10th day following the end of the First Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the First Quarterly Period (the “First Quarter Tax Distribution”) less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (b) On or before the 10th day following the end of the Second Quarterly Period of each calendar yearCalendar Year, an amount equal to such Partner’s Presumed Tax Liability for the Second Quarterly Period (the “Second Quarter Tax Distribution”) less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (c) On or before the 10th day following the end of the Third Quarterly Period of each calendar yearCalendar Year, an amount equal to such Partner’s Presumed Tax Liability for the Third Quarterly Period (the “Third Quarter Tax Distribution”) less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (d) On or before the 10th day following the end of the Fourth Quarterly Period of each calendar yearCalendar Year, an amount equal to such Partner’s Presumed Tax Liability for the Fourth Quarterly Period (the “Fourth Quarter Tax Distribution”) less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; and (e) Tax Distributions shall be made on the basis of a calendar year regardless of the Fiscal Year used by the Partnership. To the extent the General Partner determines in its sole and absolute discretion that the distributions made under the foregoing subsections (a) through (d) are insufficient to satisfy the Partners’ Presumed Tax Liability for the applicable calendar year, on or before the April 10th immediately following the applicable calendar year, an amount that the General Partner determines in its reasonable discretion will be sufficient to allow each Partner to satisfy his or her Presumed Tax Liability for the applicable calendar year, after taking into account all Prior Distributions made to the Partners with respect to the applicable calendar year, excluding any Tax Distribution with respect to a previous calendar year. (f) Notwithstanding any other provision of this Agreement, other than Section 7.3(g), Tax Distributions shall be made: (i) to all Partners pro rata in accordance with their Percentage Interests; and (ii) as if each distributee Partner was allocated an amount of income in each Quarterly Period in respect of such Partner’s Units quarterly period equal to the product of (x) the highest amount of income allocated to any Partner with respect to his Units, calculated on a per-Unit basis, taking into account any income allocations pursuant to Section 6.2 hereof and disregarding any adjustment required by Section 734 or Section 743 of the Codehereof, multiplied by (y) the amount of Units held by such distributee Partnerpartner. (g) Subject If necessary, but subject to Section 17-607 of the limitations set forth in this Section 7.3Act, the Partnership shall be required to borrow funds in order to make distributions in respect the Tax Distributions required by this Section 7.3. (h) For the avoidance of doubt, for purposes of calculating the tax liability amount of Tax Distributions to which a Partner arising from the allocation of any items hereunder to Class C Non-Equity Interests applying principles similar to the principles for determining Tax Distributions and Presumed Tax Liability, and amounts so allocated, determined or distributed is entitled with respect to Class C Non-Equity Interests of a Partner particular Quarterly Period, the term “Prior Distributions” shall not be taken into account include such Partner’s share of any distribution made during the Pre-IPO Period in determining any Tax Distributions in excess of the Pre-IPO Minimum Distribution made to such Partner with respect of Unitsto such Quarterly Period.

Tax Distributions. Subject to §§ 17-607 of the Act, and unless determined otherwise by the General Partner in its sole discretion, the Partnership shall make distributions to each Partner for each calendar quarter ending after the date hereof as follows (collectively, the “Tax Distributions”): (a) On or before the 10th day following the end of the First Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the First Quarterly Period (the “First Quarter Tax Distribution”) less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (b) On or before the 10th day following the end of the Second Quarterly Period of each calendar yearCalendar Year, an amount equal to such Partner’s Presumed Tax Liability for the Second Quarterly Period (the “Second Quarter Tax Distribution”) less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (c) On or before the 10th day following the end of the Third Quarterly Period of each calendar yearCalendar Year, an amount equal to such Partner’s Presumed Tax Liability for the Third Quarterly Period (the “Third Quarter Tax Distribution”) less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (d) On or before the 10th day following the end of the Fourth Quarterly Period of each calendar yearCalendar Year, an amount equal to such Partner’s Presumed Tax Liability for the Fourth Quarterly Period (the “Fourth Quarter Tax Distribution”) less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; and (e) Tax Distributions shall be made on the basis of a calendar year regardless of the Fiscal Year used by the Partnership. To the extent the General Partner determines in its sole and absolute discretion that the distributions made under the foregoing subsections (a) through (d) are insufficient to satisfy the Partners’ Presumed Tax Liability for the applicable calendar year, on or before the April 10th immediately following the applicable calendar year, an amount that the General Partner determines in its reasonable discretion will be sufficient to allow each Partner to satisfy his or her Presumed Tax Liability for the applicable calendar year, after taking into account all Prior Distributions made to the Partners with respect to the applicable calendar year, excluding any Tax Distribution with respect to a previous calendar year. (f) Notwithstanding any other provision of this Agreement, other than Section 7.3(g), Tax Distributions shall be made: (i) to all Partners pro rata in accordance with their Percentage Interests; and (ii) as if each distributee Partner was allocated an amount of income in each Quarterly Period in respect of such Partner’s Units quarterly period equal to the product of (x) the highest amount of income allocated to any Partner with respect to his Units, calculated on a per-Unit basis, taking into account any income allocations pursuant to Section 6.2 hereof and disregarding any adjustment required by Section 734 or Section 743 of the Codehereof, multiplied by (y) the amount of Units held by such distributee Partnerpartner. (g) Subject If necessary, but subject to Section 17-607 of the limitations set forth in this Section 7.3Act, the Partnership shall be required to borrow funds in order to make distributions in respect of the tax liability of a Partner arising from the allocation of any items hereunder to Class C Non-Equity Interests applying principles similar to the principles for determining Tax Distributions and Presumed Tax Liability, and amounts so allocated, determined or distributed with respect to Class C Non-Equity Interests of a Partner shall not be taken into account in determining any Tax Distributions in respect of Unitsrequired by this Section 7.3.

Tax Distributions. (a) Subject to §17§ 18-607 of the Act, and unless determined otherwise by any restrictions contained in any financing agreement or other third party agreement to which the General Partner in its sole discretionCompany is a party, the Partnership Company shall make distributions of Available Cash to each Partner Member (or its predecessor) in respect of the Company Units held by such Member (or its predecessors) such that for each calendar quarter ending after the date hereof as follows (such distributions, together with any distributions pursuant to Section 4.2(b) or (c), are referred to herein, collectively, the as “Tax Distributions”): (ai) On or before the 10th day following the end of the First Quarterly Period of each calendar year, an amount equal to such PartnerMember’s Presumed Tax Liability for the First Quarterly Period and all prior periods beginning on or after Closing Date, less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar yearMember or its predecessor or transferor; (bii) On or before the 10th day following the end of the Second Quarterly Period of each calendar year, an amount equal to such PartnerMembers’ or its predecessor’s or transferor’s Presumed Tax Liability for the Second Quarterly Period and all prior periods beginning on or after Closing Date, less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar yearMember or its predecessor or transferor; (ciii) On or before the 10th day following the end of the Third Quarterly Period of each calendar year, an amount equal to such PartnerMember’s Presumed Tax Liability for the Third Quarterly Period and all prior periods beginning on or after Closing Date, less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year;Member or its predecessor or transferor; and (div) On or before the 10th day following the end of the Fourth Quarterly Period of each calendar year, an amount equal to such PartnerMember’s Presumed Tax Liability for the Fourth Quarterly Period and all prior periods beginning on or after Closing Date, less the aggregate amount of Prior Distributions previously made to such Partner during such Member or its predecessor or transferor. (b) On or before April 10 of each calendar year, excluding any Tax Distribution if the Managing Member determines in its sole discretion that all Prior Distributions made with respect to a previous the immediately preceding calendar year are insufficient to satisfy the Members’ Presumed Tax Liability for such immediately preceding calendar year and all prior periods beginning on or after Closing Date] the Company shall make an additional Tax Distribution to each Member in an amount that the Managing Member determines in its reasonable discretion will be sufficient to allow each Member to satisfy his or her Presumed Tax Liability for the immediately preceding calendar year and all prior periods beginning on or after Closing Date. (c) On or before October 30 of each calendar year; and, if the Managing Member determines in its sole discretion that all Prior Distributions made with respect to the immediately preceding calendar year are insufficient to satisfy the Members’ Presumed Tax Liability for such immediately preceding calendar year and all prior periods beginning on or after Closing Date, the Company shall make an additional Tax Distribution to each Member in an amount that the Managing Member determines in its reasonable discretion will be sufficient to allow each Member to satisfy his or her Presumed Tax Liability for the immediately preceding calendar year and all prior periods beginning on or after Closing Date. (ed) Tax Distributions shall be made on the basis of a calendar year regardless of the Fiscal Year used by the Partnership. To the extent the General Partner determines in its sole and absolute discretion that the distributions made under the foregoing subsections (a) through (d) are insufficient to satisfy the Partners’ Presumed Tax Liability for the applicable calendar year, on or before the April 10th immediately following the applicable calendar year, an amount that the General Partner determines in its reasonable discretion will be sufficient to allow each Partner to satisfy his Presumed Tax Liability for the applicable calendar year, after taking into account all Prior Distributions made to the Partners with respect to the applicable calendar year, excluding any Tax Distribution with respect to a previous calendar yearCompany. (fe) Notwithstanding any other provision of this Agreement, other than Section 7.3(g), Tax Distributions shall be made: (i) to all Partners Members pro rata in accordance with their Percentage Interests; and (ii) as if each distributee Partner Member was allocated an amount of income in each Quarterly Period in respect of such Partner’s Units quarterly period equal to the product of (x) the highest quotient of (A) the amount of income allocated to any Partner Members other than the Managing Member with respect to his their Company Units, calculated on a per-Unit basis, taking into account any income allocations pursuant to Section 6.2 hereof and disregarding any adjustment required 5.4 hereof, divided by Section 734 or Section 743 (B) the aggregate amount of the CodeCompany Units held by all such Members, multiplied by (y) the amount of Company Units held by such distributee PartnerMember. For the avoidance of doubt, in the event that the Company does not have sufficient Available Cash or is prohibited from making sufficient distributions under a financing agreement or other third party agreement, any Tax Distributions shall be made pro rata in accordance with Percentage Interests. (gf) Subject The determination as to which calendar year any distribution relates shall be made by the limitations set forth Managing Member in this Section 7.3, the Partnership shall make distributions in respect of the tax liability of a Partner arising from the allocation of any items hereunder to Class C Non-Equity Interests applying principles similar to the principles for determining Tax Distributions and Presumed Tax Liability, and amounts so allocated, determined or distributed with respect to Class C Non-Equity Interests of a Partner shall not be taken into account in determining any Tax Distributions in respect of Unitsits reasonable discretion.

Tax Distributions. Subject to §17-607 of the Act, and unless determined otherwise by the General Partner in its sole discretion, the Partnership shall make distributions to each Partner for each calendar quarter ending after the date hereof as follows (collectively, the “Tax Distributions”): (a) On or before the 10th day following the end of the First Quarterly Period of each calendar year, an amount equal to such Partner’s Presumed Tax Liability for the First Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (b) On or before the 10th day following the end of the Second Quarterly Period of each calendar yearCalendar Year, an amount equal to such Partner’s Presumed Tax Liability for the Second Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (c) On or before the 10th day following the end of the Third Quarterly Period of each calendar yearCalendar Year, an amount equal to such Partner’s Presumed Tax Liability for the Third Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; (d) On or before the 10th day following the end of the Fourth Quarterly Period of each calendar yearCalendar Year, an amount equal to such Partner’s Presumed Tax Liability for the Fourth Quarterly Period less the aggregate amount of Prior Distributions previously made to such Partner during such calendar year, excluding any Tax Distribution with respect to a previous calendar year; and (e) Tax Distributions shall be made on the basis of a calendar year regardless of the Fiscal Year used by the Partnership. To the extent the General Partner determines in its sole and absolute discretion that the distributions made under the foregoing subsections (a) through (d) are insufficient to satisfy the Partners’ Presumed Tax Liability for the applicable calendar year, on or before the April 10th immediately following the applicable calendar year, an amount that the General Partner determines in its reasonable discretion will be sufficient to allow each Partner and each Person whose Presumed Tax Liability is determined by reference to a Partner to satisfy his Presumed Tax Liability for the applicable calendar year, after taking into account all Prior Distributions made to the Partners with respect to the applicable calendar year, excluding any Tax Distribution with respect to a previous calendar year. (f) Notwithstanding any other provision of this Agreement, other than Section 7.3(g), Tax Distributions shall be made: (i) to all Partners pro rata in accordance with their Percentage Interests; and (ii) as if each distributee Partner was allocated an amount of income in each Quarterly Period in respect of such Partner’s Units equal to the product of (x) the highest amount of income allocated to any Partner with respect to his Units, calculated on a per-Unit basis, taking into account any income allocations pursuant to Section 6.2 hereof and disregarding any adjustment required by Section 734 or Section 743 of the Code, multiplied by (y) the amount of Units held by such distributee Partner. (g) Subject to the limitations set forth in this Section 7.3, the Partnership shall make distributions in respect of the tax liability of a Partner arising from the allocation of any items hereunder to Class C Non-Equity Interests applying principles similar to the principles for determining Tax Distributions and Presumed Tax Liability, and amounts so allocated, determined or distributed with respect to Class C Non-Equity Interests of a Partner shall not be taken into account in determining any Tax Distributions in respect of Units.