Common use of Tax Distributions Clause in Contracts

Tax Distributions. (a) Notwithstanding anything to the contrary in Section 6.1, the Management Committee shall cause the Company from time to time to distribute to (x) RPH and Franklin (and to an option holder or transferee who becomes a Member as a result of option exercise or Unit transfer) an amount equal to the excess of (i) the amount by which the cumulative Company Estimated Net Taxable Income (defined below) for the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable to such Member exceeds the cumulative Company Estimated Net Taxable Income allocated to such Member from prior Fiscal Years (provided such amount shall not be below zero), multiplied by the actual effective federal and state and local tax rates (including, to the extent applicable, alternative minimum tax, if any) applicable to the relevant corporation or individual, as the case may be, in effect during the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made to such Member during the relevant Fiscal Year, and (y) the Vestar Entities an amount equal to the excess of (i) the amount by which the cumulative Company Estimated Net Taxable Income for the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable in the aggregate to the Vestar Entities exceeds the cumulative Company Estimated Net Taxable Income allocated to such Members from prior Fiscal Years, multiplied by the maximum marginal federal income and New York State and New York City individual tax rate (including, to the extent applicable, alternative minimum tax, if any) in effect during the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made in the aggregate to the Vestar Entities during the relevant Fiscal Year (distributions under (i) or (ii) being referred to herein as “Tax Distributions”). For these purposes, “

Tax Distributions. (a) Notwithstanding anything to the contrary in Section 6.14.4(a)(i), the Management Committee Manager shall cause the Company from time distribute Distributable Cash to time to distribute to (x) RPH and Franklin (and to an option holder or transferee who becomes a each Member as a result of option exercise or Unit transfer) in an amount equal sufficient to pay the excess of (i) federal and state income tax on the amount by which the cumulative Company Estimated Net Taxable Income (defined below) for the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable to such Member exceeds the cumulative Company Estimated Net Taxable Income taxable income allocated to such Member from prior Fiscal Years (provided such amount shall not be below zero), multiplied by the actual effective federal and state and local tax rates (including, pursuant to this Agreement in order to provide cash to the extent applicable, alternative minimum tax, if any) applicable Members to pay taxes on the relevant corporation or individual, as the case may be, in effect during the Fiscal Year to which such distribution relates, over taxable income so allocated and not yet distributed (ii) the sum of distributions already made to such Member during the relevant Fiscal Year, and (y) the Vestar Entities an amount equal to the excess of (i) the amount by which the cumulative Company Estimated Net Taxable Income for the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable in the aggregate to the Vestar Entities exceeds the cumulative Company Estimated Net Taxable Income allocated to such Members from prior Fiscal Years, multiplied by the maximum marginal federal income and New York State and New York City individual tax rate (including, to the extent applicable, alternative minimum tax, if any) in effect during the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made in the aggregate to the Vestar Entities during the relevant Fiscal Year (distributions under (i) or (ii) being referred to herein as “Tax Distributions”). For these purposesTax Distributions may be made at least annually so as to enable the Members to satisfy their annual federal and state tax payment obligations; provided, however, that Tax Distributions shall be made only to the extent that cumulative Distributions under Section 4.4(a)(i) are less than such Member’s Tax Liability (as defined below). Any amount distributed to a Member pursuant to this Section 4.4(a)(ii) shall be treated as an advance against other Distributions to which such Member is entitled and shall be credited against and subtracted from the other Distributions to which such Member is entitled, which subtraction shall be from the next Distribution to which such Member is entitled and, if any creditable amount remains thereafter, from the next immediate Distribution until fully credited. Any amount credited to a Distribution pursuant to the foregoing sentence shall be deemed distributed for purposes of the Distribution against which it is credited. The amount of any such Member’s “Tax Liability” shall be calculated (A) taking into account the character of the cumulative Company net taxable income allocated to such Member, (B) taking into account the deductibility (to the extent allowed) of state and local income taxes for United States federal income tax purposes and (C) deducting from such income or gain the amount of net cumulative tax loss previously allocated to such Member in prior fiscal years and not used in prior fiscal years to reduce taxable income. The calculation shall be made on the assumptions that (1) taxable income or tax loss from the Company is the only taxable income or tax loss of the Member (and the direct or indirect equity holders of such Member), and (2) except as provided in clause (A) of this definition, the Member is subject to tax at a rate equivalent to the maximum marginal combined federal and state income tax rate for an individual residing in the state of such Member’s primary residence.

Tax Distributions. (a) Notwithstanding anything to the contrary in Section 6.1, the Management Committee shall cause the Company from time to time to distribute to (x) RPH and Franklin (and to an option holder On or transferee who becomes a Member as a result before April 15th of option exercise or Unit transfer) an amount equal to the excess of (i) the amount by which the cumulative Company Estimated Net Taxable Income (defined below) for the applicable each Fiscal Year (or portion thereof) to which such distribution relates which is allocable to such Member exceeds the cumulative Company Estimated Net Taxable Income allocated to such Member from prior Fiscal Years (provided such amount shall not be below zero), multiplied by the actual effective federal and state and local tax rates (includingYear, to the extent applicableof any available cash, alternative minimum tax, the Company shall distribute to each Member with respect to each Fiscal Year of the Company an amount of cash equal to the product of (a) the excess (if any) of the total amount of taxable income and gain of the Company over the total amount of losses, deductions (and credits, properly adjusted to equal the equivalent of a deduction) the Company allocated to the Member for such Fiscal Year for federal income tax purposes (as will be reflected on such Members’ Schedule K-1 to the Company’s IRS Form 1065) and taxable income and gain otherwise attributable to the Company and (b) the highest aggregate applicable federal and state individual or corporate marginal tax rate applicable to any Member with respect to the relevant corporation type of income being taxed (adjusted for the deductibility of state and local taxes) (i.e., the same rate shall be applied to each Member). Distributions pursuant to this Section 5.4 shall be made periodically during a Fiscal Year to correspond (i) with the timing of any estimated tax payments to the U.S. Internal Revenue Service (or individual, as other taxing authority) required of the case may be, in effect during Members based on the estimation of the Company’s net taxable income for the Fiscal Year to which such distribution relates, over and (ii) to the sum first due date of the income tax return of the Members (without regard to extensions) relating to such Fiscal Year. Notwithstanding the foregoing, (i) distributions already payable to a Member for a Fiscal Year under this Section 5.4 shall be reduced by any distribution made to such Member during under Section 5.3 with respect to such Fiscal Year such that no distributions shall be made pursuant to this Section 5.4 if distributions made with respect to a Fiscal Year under Section 5.3 exceed the relevant Fiscal Yeardistributions otherwise payable to a Member pursuant to this Section 5.4, and (yii) the Vestar Entities an amount equal distributions made under this Section 5.4 to the excess of (i) the amount by which the cumulative Company Estimated Net Taxable Income for the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable in the aggregate to the Vestar Entities exceeds the cumulative Company Estimated Net Taxable Income allocated a Member shall be treated as advances against subsequent distributions otherwise payable to such Members from prior Fiscal Years, multiplied by the maximum marginal federal income and New York State and New York City individual tax rate (including, Member pursuant to the extent applicable, alternative minimum tax, if any) in effect during the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made in the aggregate to the Vestar Entities during the relevant Fiscal Year (distributions under (i) or (ii) being referred to herein as “Tax Distributions”). For these purposes, “Section 5.3.

Tax Distributions. (a) Notwithstanding anything to the contrary in Section 6.1, the Management Committee The Board shall cause the Company from time to time make distributions to distribute each Member holding Common Equivalent Units (“Tax Distributions”), pro rata in proportion to (x) RPH and Franklin (and to the Members’ respective ownership of Common Equivalent Units, in an option holder or transferee who becomes a amount such that the Member as a result of option exercise or with the highest Tax Distribution Per Common Equivalent Unit transfer) receives an amount equal to such Member’s Tax Distribution Amount, on a quarterly basis at least five (5) days prior to the excess date on which any estimated tax payments are due, in order to permit each Member to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof). The “Tax Distribution Amount” for a Member for an Estimated Tax Period (or portion thereof) shall be equal to the sum of (a) the product of (i) the amount by which the cumulative Company Estimated Net Taxable Income highest marginal combined federal, state, and local income tax rate applicable to an individual or corporation resident in New York, New York, or San Francisco, California, whichever is higher, (defined belowafter giving effect to income tax deductions (if allowable) for the applicable Fiscal Year state and local income taxes and excluding, for this purpose, any reduction in rate attributable to Code Section 199A) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”), and (ii) the aggregate amount of taxable income or gain of the Company that is allocated or is estimated to which such distribution relates which is allocable to such Member exceeds the cumulative Company Estimated Net Taxable Income be allocated to such Member from prior Fiscal Years (provided such amount shall not be below zero), multiplied by the actual effective for U.S. federal and state and local income tax rates purposes (including, to the extent applicable, alternative minimum tax, if any) applicable to the relevant corporation or individual, as the case may be, in effect during the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made to such Member during the relevant Fiscal Year, and (y) the Vestar Entities an amount equal to the excess of (i) the amount by which the cumulative Company Estimated Net Taxable Income for the applicable Fiscal Year avoidance of doubt, any income allocation to a Member with respect to Preferred Units held by such Member) for such Estimated Tax Period (or portion thereof) to which such distribution relates which is allocable in the aggregate and all prior Estimated Tax Periods (to the Vestar Entities exceeds extent no Tax Distribution has previously been made with respect to any amounts of taxable income or gain including to the cumulative extent such amounts of taxable income or gain were not taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g., if upon filing the Company’s final tax return for the applicable taxable year taxable income or gain of the Company Estimated Net Taxable Income is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Members from prior Fiscal YearsMember and not previously taken into account for purposes of the calculation of the amount of any Tax Distribution Amount, multiplied by the maximum marginal federal income and New York State and New York City individual tax rate plus (includingb) solely with respect to MIC, to the extent applicablethe amounts described in clause (a) are not sufficient to permit MIC to timely pay the income and other tax liabilities for which it remains responsible under Section 7.4.B (final sentence), alternative minimum taxany incremental amount required to permit MIC to timely pay such actual tax liabilities (with all Tax Distribution Amounts updated to reflect the final Company tax returns and MIC tax returns for each applicable taxable year). The Board may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts pursuant to this Section 5.3 shall be computed without regard to the effect of any special basis adjustments or resulting adjustments to taxable income made pursuant to Code Sections 734(b), if any743(b), and 754. Notwithstanding the foregoing, final Tax Distributions in respect of the applicable quarterly period (or portion thereof) shall be made immediately prior to and in effect during connection with any distributions made pursuant to Section 5.5 below. The Assumed Tax Rate shall be the Fiscal Year same for all Members, regardless of the actual combined income tax rate of the Member or its direct or indirect owners. The Board shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to which such distribution relates, over the Members’ Tax Distributions (iibut in any event pro rata in proportion to the Members’ respective number of Common Equivalent Units) the sum of distributions already made to take into account increases or decreases in the aggregate to the Vestar Entities number of Units held by each Member during the relevant Fiscal Year (period. All Tax Distributions shall be treated for all purposes under this Agreement as advances against, and shall offset and reduce dollar-for-dollar, current or subsequent distributions under (i) or (ii) being referred to herein as “Tax Distributions”). For these purposes, “Section 5.1 in respect of Common Equivalent Units.

Tax Distributions. (ai) Notwithstanding anything With respect to the contrary in Section 6.1each Member, the Management Committee Company shall cause the Company from time to time to distribute to (x) RPH and Franklin (and to an option holder or transferee who becomes a Member as a result of option exercise or Unit transfer) an amount equal to calculate the excess of (ix)(A) the amount by which the cumulative Company Estimated Net Taxable Income (defined below) for the applicable Fiscal Year (Amount allocated or portion thereof) to which such distribution relates which is allocable to such Member exceeds for the cumulative Tax Estimation Period in question and for all preceding Tax Estimation Periods, if any, within the Taxable Year containing such Tax Estimation Period multiplied by (B) the Assumed Tax Rate over (y) the aggregate amount of all prior Tax Distributions in respect of such Taxable Year and any Distributions made to such Member pursuant to Section 4.1(b) with respect to the Tax Estimation Period in question and any previous Tax Estimation Period falling in the Taxable Year containing the applicable Tax Estimation Period referred to in (x)(A) (the amount so calculated pursuant to this sentence is herein referred to as a “Tax Distribution”); provided, however, that the Managing Member may make adjustments in its reasonable discretion to reflect transactions occurring during the Taxable Year. For purposes of this Agreement, the “Income Amount” for a Tax Estimation Period shall equal, with respect to any Member, the net taxable income of the Company Estimated Net Taxable allocated or allocable to such Member for such Tax Estimation Period (excluding any compensation paid to a Member outside of this Agreement). For purposes of computing the Income Amount, taxable income shall be determined (i) without regard to any adjustments under Sections 732(d), 734(b) and 743(b) of the Code, (ii) by including adjustments to taxable income in respect of Section 704(c) of the Code, and (iii) by reducing such taxable income by taxable losses of the Company allocated to such Member from prior Fiscal Years for taxable periods (provided such amount shall not be below zero), multiplied by or portions thereof) beginning after the actual effective federal and state and local tax rates (including, date hereof to the extent applicable, alternative minimum tax, if anythat such losses are of a character (ordinary or capital) applicable that would permit the losses to be deducted by such Member against the current taxable income of the Company allocable to the relevant corporation or individualMember for such Tax Estimation Period, as the case may be, in effect during the Fiscal Year are otherwise available to which such distribution relates, over (ii) the sum of distributions already made to such Member during the relevant Fiscal Yearbe utilized, and (y) the Vestar Entities an amount equal to the excess of (i) the amount by which the cumulative Company Estimated Net Taxable have not previously been taken into account in determining such Member’s Income for the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable in the aggregate to the Vestar Entities exceeds the cumulative Company Estimated Net Taxable Income allocated to such Members from prior Fiscal Years, multiplied by the maximum marginal federal income and New York State and New York City individual tax rate (including, to the extent applicable, alternative minimum tax, if any) in effect during the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made in the aggregate to the Vestar Entities during the relevant Fiscal Year (distributions under (i) or (ii) being referred to herein as “Tax Distributions”). For these purposes, “Amount.

Tax Distributions. (a) Notwithstanding anything Subject to the contrary limitations set forth in Section 6.1any indenture or other credit, or other financing and warehousing or similar agreement governing indebtedness or other liabilities of the Company or any of its subsidiaries, as soon as practicable following the end of each Quarterly Estimated Tax Period of each Taxable Year, the Management Committee shall cause Company shall, to the Company from time to time to distribute to extent of available cash of the Company, make a distribution in cash (x) RPH and Franklin (and to an option holder or transferee who becomes each, a Member as a result “ Tax Distribution ”), pro rata in accordance with the Percentage Interests in effect on the date of option exercise or Unit transfer) such Tax Distribution, in an amount equal to the greater of (1) the excess of (i) the amount product of (x) the taxable income of the Company attributable to such period and all prior Quarterly Estimated Tax Periods in such Taxable Year, based upon (I) the information returns filed by the Company, as amended or adjusted to date, and (II) estimated amounts, in the case of periods for which the cumulative Company Estimated Net Taxable Income has not yet filed information returns (defined belowdetermined by disregarding any adjustment to the taxable income of any Member that arises under Code section 743(b) for and is attributable to the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable to acquisition by such Member exceeds of an interest in the cumulative Company Estimated Net Taxable Income allocated to such Member from prior Fiscal Years (provided such amount shall not be below zeroin a transaction described in Code section 743(a)), multiplied by (y) the actual effective federal and state and local tax rates (including, to the extent applicable, alternative minimum tax, if any) applicable to the relevant corporation or individual, as the case may be, in effect during the Fiscal Year to which such distribution relatesAssumed Tax Rate, over (ii) the sum aggregate amount of distributions already made by the Company with respect to such Member during the relevant Fiscal Taxable Year (treating any Tax Distribution made with respect to income for such Taxable Year, regardless of when made, and any distribution other than a Tax Distribution made during such Taxable Year, as being made with respect to such Taxable Year) or (y) the Vestar Entities an amount equal to the excess of (i2) the amount by which necessary when paid to all the cumulative Company Estimated Net Taxable Income for the applicable Fiscal Year Members pro rata that will result in a payment to HLI sufficient to enable HLI to pay its actual tax liabilities (or portion thereofincluding estimated taxes) to which such distribution relates which is allocable in the aggregate to the Vestar Entities exceeds the cumulative Company Estimated Net Taxable Income allocated to such Members from prior Fiscal Years, multiplied by the maximum marginal federal income and New York State all its other expenses and New York City individual tax rate liabilities (including, but not limited to, its obligations under the Tax Receivable Agreement). In the case of the second and third Quarterly Estimated Tax Periods of each Taxable Year, the amount otherwise distributable under this Section 6.4(a) shall be adjusted upwards to the extent applicable, alternative minimum tax, if any) in effect during necessary to take into account the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made in the aggregate to the Vestar Entities during the relevant Fiscal Year (distributions under (i) or (ii) being referred to herein as “Tax Distributions”). For these purposes, “applicable formula for calculating estimated tax payments required with respect thereto.

Tax Distributions. (a) Notwithstanding anything to To the contrary extent there is taxable income for any taxable year and cash is available as determined by in Section 6.1good faith by the Board, the Management Committee Board shall cause the Company from time to time make a tax distribution in cash no less often than quarterly (in advance of applicable deadlines for filing estimated taxes) to distribute to each Member (xwhether or not such Member or such Member’s investors are tax exempt) RPH and Franklin (and to an option holder or transferee who becomes a Member as a result of option exercise or Unit transfer) in an amount equal to the excess of (i) the amount by which product of (A) the cumulative Company Estimated Net Taxable Income (defined below) for the applicable Fiscal Year (or portion thereof) to which such distribution relates which is taxable income allocable to such Member exceeds in excess of the cumulative Company Estimated Net Taxable Income allocated taxable loss allocable to such Member from for all taxable years beginning on or after the date of this Agreement and prior Fiscal Years (provided to the year in which such amount shall not be below zero)distribution is being made, multiplied as estimated in good faith by the actual Board (it being understood that such cumulative tax losses will be taken into account only to the extent they offset taxable income in a prior taxable year or can be used to offset taxable income allocable to such Member in the current taxable year) and (B) the maximum effective federal combined tax rate, including any Medicare Contribution tax on net investment income, applicable to an individual or corporation resident in Boston, Massachusetts, whichever is higher for the relevant taxable year taking into account, if and state and local tax rates (including, to the extent applicable, alternative minimum tax, if any) applicable to the character of the relevant corporation income or individualloss, the apportionment of the Company’s taxable income to certain states and localities, Section 199A of the Code, and the deductibility, subject to applicable limitations, of any state or local tax in computing any state or federal tax liability but not taking into account any adjustment to tax basis of the assets of the Company and its Subsidiaries under Section 743 of the Code (the “Tax Distribution Rate”), or such other rate as determined by the case may be, Board in effect during the Fiscal Year to which such distribution relatesits good faith discretion, over (ii) all prior distributions pursuant to this Section 5.4 for such taxable year. The parties hereto understand and agree that in the sum event that any credit agreement to which the Company or any of its Subsidiaries is a party limits the aggregate amount of Tax distributions already that can be made for any taxable year to an amount less than the aggregate amount of Tax distributions that would be payable under the preceding sentence applying the Tax Distribution Rate, (I) the amount of Tax distributions that would otherwise be payable to WCAS and Walgreens shall first be reduced, but not below the amount of Tax distributions that WCAS and Walgreens would be entitled to receive applying the maximum effective combined tax rate applicable to a corporation resident in Boston, Massachusetts after taking into account any adjustment to tax basis of the assets of the Company and its Subsidiaries under Section 743 of the Code, and (II) thereafter, any further reduction in the Tax distributions would be borne by the Members pro rata based on the amount of Tax distributions that were otherwise payable to them after any adjustment described in the foregoing clause (I). Tax distributions to a Member shall be offset against and reduce the amount of the next succeeding distribution or distributions which such Member would otherwise be entitled to receive pursuant to this Agreement. To the extent that an amount otherwise distributable to a Member is so applied, it shall be treated for all purposes hereof as if such amount had actually been distributed to such Member during the relevant Fiscal Year, and (y) the Vestar Entities an amount equal pursuant to the excess of (i) the amount by which the cumulative Company Estimated Net Taxable Income for the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable in the aggregate to the Vestar Entities exceeds the cumulative Company Estimated Net Taxable Income allocated to such Members from prior Fiscal Years, multiplied by the maximum marginal federal income and New York State and New York City individual tax rate (including, to the extent applicable, alternative minimum tax, if any) in effect during the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made in the aggregate to the Vestar Entities during the relevant Fiscal Year (distributions under (i) or (ii) being referred to herein as “Tax Distributions”). For these purposes, “this Agreement.

Tax Distributions. (a) Notwithstanding anything Subject to the contrary limitations set forth in Section 6.1any indenture or other credit, or other financing and warehousing or similar agreement governing indebtedness or other liabilities of the Company or any of its subsidiaries (any such limitation, a “Credit Limitation”), no later than (i) the tenth (10th) day following the end of each of the first, second, and third Quarterly Estimated Tax Period of each Fiscal Year and (ii) December 10th (with respect to the fourth Quarterly Estimated Tax Period) of each Fiscal Year, the Management Committee shall cause Company shall, to the Company from time extent of available cash of the Company, make a distribution in cash (each, a “Tax Distribution”) to time to distribute to (x) RPH and Franklin (and to an option holder or transferee who becomes a each Member as a result of option exercise or Unit transfer) in an amount equal to the excess of (iA) the amount product of (x) the taxable income of the Company (as computed for U.S. federal income tax purposes) attributable to such period and all prior quarterly periods in such Fiscal Year allocated by the Company to such Member, based upon (I) the information returns filed by the Company, as amended or adjusted to date, and (II) estimated amounts, in the case of periods for which the cumulative Company Estimated Net Taxable Income has not yet filed information returns (defined belowdetermined by disregarding any adjustment to the taxable income of any Member that arises under Code section 743(b) for and is attributable to the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable to acquisition by such Member exceeds of an interest in the cumulative Company Estimated Net Taxable Income allocated to such Member from prior Fiscal Years (provided such amount shall not be below zeroin a transaction described in Code section 743(a)), multiplied by the actual effective federal and state and local tax rates (including, to the extent applicable, alternative minimum tax, if any) applicable to the relevant corporation or individual, as the case may be, in effect during the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made to such Member during the relevant Fiscal Year, and (y) the Vestar Entities Assumed Tax Rate applicable to such Member, over (B) the aggregate amount of distributions made by the Company with respect to such Fiscal Year (treating any Tax Distribution made with respect to income for such Fiscal Year, regardless of when made, and any distribution other than a Tax Distribution made during such Fiscal Year, as being made with respect to such Fiscal Year). Any amount distributed pursuant to this Section 5.4 shall be deemed to be an advance distribution of amounts otherwise distributable to the Members pursuant to Section 5.1 (including in accordance with Article 10) and shall reduce the amounts that would subsequently otherwise be distributed to the Members pursuant to Section 5.1 in the order in which they would otherwise have been distributable; provided, however, that in the event of (a) any repurchase or redemption of a Member’s units (including, but not limited to, pursuant to the Conversion Procedures or pursuant to Article 9 of this Agreement), (b) any disposition of all or substantially all of the Company’s assets or other Company liquidation event, or (c) the Company’s insolvency or any other event that will cause distributions under Section 5.1 to cease, if such Member has received a greater amount of Tax Distributions (on a per unit basis) than any other Member, which greater amount has not been (and will not be) accounted for through reductions in distributions that would otherwise be received under Section 5.1 (an “Excess Tax Distribution”), then (i) in the case of any repurchase or redemption of such Member’s units, the amount of consideration received by such Member in such repurchase or redemption shall be reduced by the amount of such Excess Tax Distribution, and if the amount of consideration that would have been received by such Member in such repurchase or redemption is less than the amount of such Excess Tax Distribution, then such Member shall, within five (5) Business Days of the Company’s request, remit to the Company an amount equal to the excess of (i) Excess Tax Distribution minus the amount by which that the cumulative Company Estimated Net Taxable Income for the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable in the aggregate to the Vestar Entities exceeds the cumulative Company Estimated Net Taxable Income allocated consideration otherwise payable to such Members from prior Fiscal YearsMember was reduced, multiplied by the maximum marginal federal income and New York State and New York City individual tax rate (including, to the extent applicable, alternative minimum tax, if any) in effect during the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made in the aggregate case of any disposition of all or substantially all of the Company’s assets or other Company liquidation event or any other event that will cause distributions under Section 5.1 to cease, then, within five (5) Business Days of the Company’s request, such Member shall remit to the Vestar Entities during Company an amount equal to the relevant Excess Tax Distribution (determined after taking account of any final distributions being made under Section 5.1). If any Tax Distribution cannot be made due to a Credit Limitation or the lack of available cash, then following the lapse of such Credit Limitation or the receipt by the Company of available cash (as applicable), the Company shall make such Tax Distribution to the Members with interest at the applicable statutory rate for underpayment of taxes from the date such Tax Distribution otherwise would have been made but for such Credit Limitation or lack of available cash until the date the Company actually makes such Tax Distribution and with the amount of such Tax Distribution sufficient to cover all interest and penalties imposed on the Members as a result of the delay in the Tax Distribution. The Company will use its reasonable best efforts to negotiate all indenture or other credit, or other financing and warehousing or similar agreements governing indebtedness or other liabilities of the Company or any of its subsidiaries so as to permit Tax Distributions and not impose a Credit Limitation. If there is insufficient available cash to make all required Tax Distributions for a Fiscal Year, or if there is a limitation on Tax Distributions imposed by any indenture or other credit, or other financing and warehousing or similar agreements governing indebtedness or other liabilities of the Company or any of its subsidiaries, the amount available shall be distributed pro rata to the Members based on each Member’s Tax Distribution amount for such Fiscal Year (distributions under (i) or (ii) being referred to herein as “a percentage of the aggregate Tax Distributions”)Distribution amounts of all Members for such Fiscal Year. For these This Section 5.4 shall apply only after the Company has more than one Member and is treated as a partnership for U.S. federal income tax purposes, “.

Tax Distributions. (a) Notwithstanding anything Prior to making any distributions under Section 5.01(a), the Company shall, to the contrary in extent it has available cash (subject to the maintenance by the Company of appropriate reserves (as determined by the Board)), promptly declare and make cash distributions pursuant hereto to the Members to allow the federal, state and local income tax (including, without limitation, estimated tax payments) attributable to the Company’s taxable income that is allocated to the Members consistent with Section 6.15.03 of this Agreement to be paid by such Members when due. To satisfy this requirement, the Management Committee Company shall cause pay to each Member on or before five (5) Business Days prior to the Company from time to time to distribute to (x) RPH and Franklin (and to an option holder or transferee who becomes a Member as a result end of option exercise or Unit transfer) each calendar quarter, an amount (a “Tax Distribution”) so that the cumulative amount of Tax Distributions to such Member with respect to such quarter is at least equal to the excess of (iA) the amount by which the cumulative Company Estimated Net Taxable Income (defined below) for the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable to such Member exceeds the cumulative Company Estimated Net Taxable Income allocated to such Member from prior Fiscal Years (provided such amount shall not be below zero), multiplied by the actual effective federal and state and local tax rates (including, to the extent applicable, alternative minimum tax, if any) applicable to the relevant corporation or individual, as the case may be, in effect during the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made to such Member during the relevant Fiscal Year, and (y) the Vestar Entities an amount equal to the excess product of (i) the amount by which the cumulative Company Estimated Net Taxable Income for the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable in the aggregate to the Vestar Entities exceeds the cumulative Company Estimated Net Taxable Income Company’s net taxable income allocated to such Members from prior Fiscal Years, Member for such fiscal quarter multiplied by the maximum marginal federal income and New York State and New York City individual tax rate (including, to the extent applicable, alternative minimum tax, if any) in effect during the Fiscal Year to which such distribution relates, over (ii) the highest applicable marginal income tax rate (taking into account federal, state and local taxes, the character of such income, and any deduction attributable to state and local income taxes) for an individual taxpayer or a corporation (as relevant) over (B) the sum of the distributions already made (or declared by the Board) to, or for the benefit of, such Member pursuant to this Agreement (including pursuant to Section 5.01(a) and this Section 5.01(c)) during such fiscal year or since the end of such fiscal year but before (or at the same time as) the date such Tax Distribution is paid and that have not previously been taken into account to reduce a prior Tax Distribution. In the event that the actual amount of taxable income allocated to a Member for a fiscal year is different from the aggregate of the quarterly estimated amounts used to make Tax Distributions (or if the amount of taxable income so allocated is subsequently adjusted by a taxing authority as the result of an audit or similar proceeding) additional Tax Distributions shall be made to such Member (in the aggregate event of an increase in taxable income) or future Tax Distributions will be reduced (in the event of a decrease) to adjust for such differences. Notwithstanding anything to the Vestar Entities during contrary herein, no Tax Distributions under this Section 5.01(c) will be required to be made with respect to any net taxable income of the Company attributable to the sale or exchange or other distribution of all or substantially all of the Company’s assets or to the liquidation of the Company. Tax Distributions shall be made to each Member in proportion to the taxable income allocated to such Member in the relevant Fiscal Year (tax years. Any distribution made pursuant to this Section 5.01(c) shall be treated as an advance on any distributions under (imade pursuant to Section 5.01(a) or (ii) being referred to herein as “Tax Distributions”and other provisions of this Agreement that reference Section 5.01(a). For these purposes, “.

Tax Distributions. (a) Notwithstanding anything Subject to the contrary limitations set forth in Section 6.1any indenture or other credit, or other financing and warehousing or similar agreement governing indebtedness or other liabilities of the Company or any of its subsidiaries, as soon as practicable following the end of each Quarterly Estimated Tax Period of each Taxable Year, the Management Committee shall cause Company shall, to the Company from time to time to distribute to extent of available cash of the Company, make a distribution in cash (x) RPH and Franklin (and to an option holder or transferee who becomes each, a Member as a result “Tax Distribution”), pro rata in accordance with the Percentage Interests in effect on the date of option exercise or Unit transfer) such Tax Distribution, in an amount equal to the greater of (1) the excess of (i) the amount product of (x) the taxable income of the Company attributable to such period and all prior Quarterly Estimated Tax Periods in such Taxable Year, based upon (I) the information returns filed by the Company, as amended or adjusted to date, and (II) estimated amounts, in the case of periods for which the cumulative Company Estimated Net Taxable Income has not yet filed information returns (defined belowdetermined by disregarding any adjustment to the taxable income of any Member that arises under Code section 743(b) for and is attributable to the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable to acquisition by such Member exceeds of an interest in the cumulative Company Estimated Net Taxable Income allocated to such Member from prior Fiscal Years (provided such amount shall not be below zeroin a transaction described in Code section 743(a)), multiplied by (y) the actual effective federal and state and local tax rates (including, to the extent applicable, alternative minimum tax, if any) applicable to the relevant corporation or individual, as the case may be, in effect during the Fiscal Year to which such distribution relatesAssumed Tax Rate, over (ii) the sum aggregate amount of distributions already made by the Company with respect to such Member during the relevant Fiscal Taxable Year (treating any Tax Distribution made with respect to income for such Taxable Year, regardless of when made, and any distribution other than a Tax Distribution made during such Taxable Year, as being made with respect to such Taxable Year) or (y) the Vestar Entities an amount equal to the excess of (i2) the amount by which necessary when paid to all the cumulative Company Estimated Net Taxable Income for the applicable Fiscal Year Members pro rata that will result in a payment to HLI sufficient to enable HLI to pay its actual tax liabilities (or portion thereofincluding estimated taxes) to which such distribution relates which is allocable in the aggregate to the Vestar Entities exceeds the cumulative Company Estimated Net Taxable Income allocated to such Members from prior Fiscal Years, multiplied by the maximum marginal federal income and New York State all its other expenses and New York City individual tax rate liabilities (including, but not limited to, its obligations under the Tax Receivable Agreement). In the case of the second and third Quarterly Estimated Tax Periods of each Taxable Year, the amount otherwise distributable under this Section 5.4(a) shall be adjusted upwards to the extent applicable, alternative minimum tax, if any) in effect during necessary to take into account the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made in the aggregate to the Vestar Entities during the relevant Fiscal Year (distributions under (i) or (ii) being referred to herein as “Tax Distributions”). For these purposes, “applicable formula for calculating estimated tax payments required with respect thereto.

Tax Distributions. (a) Notwithstanding anything Subject to the contrary limitations set forth in Section 6.1any indenture or other credit, or other financing and warehousing or similar agreement governing indebtedness or other liabilities of the Company or any of its subsidiaries, as soon as practicable following the end of each Quarterly Estimated Tax Period of each Taxable Year, the Management Committee shall cause Company shall, to the Company from time to time to distribute to extent of available cash of the Company, make a distribution in cash (x) RPH and Franklin (and to an option holder or transferee who becomes each, a Member as a result “ Tax Distribution ”), pro rata in accordance with the Percentage Interests in effect on the date of option exercise or Unit transfer) such Tax Distribution, in an amount equal to the greater of (1) the excess of (i) the amount product of (x) the taxable income of the Company attributable to such period and all prior Quarterly Estimated Tax Periods in such Taxable Year, based upon (I) the information returns filed by the Company, as amended or adjusted to date, and (II) estimated amounts, in the case of periods for which the cumulative Company Estimated Net Taxable Income has not yet filed information returns (defined belowdetermined by disregarding any adjustment to the taxable income of any Member that arises under Code section 743(b) for and is attributable to the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable to acquisition by such Member exceeds of an interest in the cumulative Company Estimated Net Taxable Income allocated to such Member from prior Fiscal Years (provided such amount shall not be below zeroin a transaction described in Code section 743(a)), multiplied by (y) the actual effective federal and state and local tax rates (including, to the extent applicable, alternative minimum tax, if any) applicable to the relevant corporation or individual, as the case may be, in effect during the Fiscal Year to which such distribution relatesAssumed Tax Rate, over (ii) the sum aggregate amount of distributions already made by the Company with respect to such Member during the relevant Fiscal Taxable Year (treating any Tax Distribution made with respect to income for such Taxable Year, regardless of when made, and any distribution other than a Tax Distribution made during such Taxable Year, as being made with respect to such Taxable Year) or (y) the Vestar Entities an amount equal to the excess of (i2) the amount by which necessary when paid to all the cumulative Company Estimated Net Taxable Income for the applicable Fiscal Year Members pro rata that will result in a payment to HLI sufficient to enable HLI to pay its actual tax liabilities (or portion thereofincluding estimated taxes) to which such distribution relates which is allocable in the aggregate to the Vestar Entities exceeds the cumulative Company Estimated Net Taxable Income allocated to such Members from prior Fiscal Years, multiplied by the maximum marginal federal income and New York State all its other expenses and New York City individual tax rate liabilities (including, but not limited to, its obligations under the Tax Receivable Agreement). In the case of the second and third Quarterly Estimated Tax Periods of each Taxable Year, the amount otherwise distributable under this Section 5.4(a) shall be adjusted upwards to the extent applicable, alternative minimum tax, if any) in effect during necessary to take into account the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made in the aggregate to the Vestar Entities during the relevant Fiscal Year (distributions under (i) or (ii) being referred to herein as “Tax Distributions”). For these purposes, “applicable formula for calculating estimated tax payments required with respect thereto.

Tax Distributions. No later than ten (a10) Notwithstanding anything days prior to the contrary in Section 6.1tax payment due date for each Tax Estimation Period, the Management Committee Company shall cause the Company from time to time to distribute to (x) RPH and Franklin (and to an option holder or transferee who becomes a each Member as a result in respect of option exercise or Units held by such Member the Tax Distribution Amount for such Tax Estimation Period. The “Tax Distribution Amount” in respect of each Unit transfer) means an amount equal to the excess product of (i) the amount by which net taxable income of the cumulative Company Estimated Net Taxable Income (defined below) expected to be allocated in respect of such Unit for the applicable relevant Fiscal Year that is apportionable to the applicable Tax Estimation Period (or portion thereof) to which such distribution relates which is allocable to such Member exceeds as estimated by the cumulative Company Estimated Net Taxable Income allocated to such Member from prior Fiscal Years Board), reduced (provided such amount shall but not be below zero), multiplied ) by the actual net taxable loss of the Company allocated in respect of such Unit through such Fiscal Year to the extent not previously taken into account under this clause “(i)” and (ii) the maximum combined effective federal and state and local income tax rates rate (including, to the extent applicable, alternative minimum tax, if anyexpressed as a percentage) applicable to the relevant corporation or individual, as the case may be, an individual who is resident in effect during the California for such Fiscal Year without taking into account deductibility of state taxes against federal income, and the character of net taxable income allocated; provided, however, that for purposes of determining the Tax Distribution Amount, any allocation pursuant to which such distribution relatesCode § 704(c) and the Treasury Regulations promulgated thereunder shall be disregarded. “Tax Estimation Period” means (i) January, over February and March, (ii) the sum of distributions already made to such Member during the relevant Fiscal YearApril and May, (iii) June, July and August, and (yiv) September, October, November and December of each year during the Vestar Entities an term of the Company, or other periods for which estimates of individual federal income tax liability are required to be made under the Code. If available cash, as determined by the Board, is insufficient to pay all of the Tax Distribution Amounts due hereunder, then each Member’s share thereof shall be reduced by a pro rata amount equal based on the ratio of such Member’s Tax Distribution Amount to the excess of (iall Members’ Tax Distribution Amounts. Distributions to a Member under this Section 6(a) the amount shall not be treated as advances against, nor reduce by which the cumulative Company Estimated Net Taxable Income for any amount, any distributions that would otherwise be due such Member under the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable in the aggregate to the Vestar Entities exceeds the cumulative Company Estimated Net Taxable Income allocated to such Members from prior Fiscal Years, multiplied by the maximum marginal federal income and New York State and New York City individual tax rate (including, to the extent applicable, alternative minimum tax, if any) in effect during the Fiscal Year to which such distribution relates, over (ii) the sum provisions of distributions already made in the aggregate to the Vestar Entities during the relevant Fiscal Year (distributions under (iSection 6(b) or (ii) being referred other applicable provisions of this Agreement relating to herein as “Tax Distributions”). For these purposes, “distributions.

Tax Distributions. (a) Notwithstanding anything Subject to the contrary limitations set forth in Section 6.1any indenture or other credit, or other financing and warehousing or similar agreement governing indebtedness or other liabilities of the Company or any of its subsidiaries, no later than the 10th day following the end of each Quarterly Estimated Tax Period of each Taxable Year, the Management Committee shall cause Company shall, to the Company from time to time to distribute to extent of available cash of the Company, make a distribution in cash (x) RPH and Franklin (and to an option holder or transferee who becomes each, a Member as a result “Tax Distribution”), pro rata in accordance with the Percentage Interests in effect on the date of option exercise or Unit transfer) such Tax Distribution, in an amount equal to the greater of (1) the excess of (i) the amount product of (x) the taxable income of the Company attributable to such period and all prior Quarterly Estimated Tax Periods in such Taxable Year, based upon (I) the information returns filed by the Company, as amended or adjusted to date, and (II) estimated amounts, in the case of periods for which the cumulative Company Estimated Net Taxable Income has not yet filed information returns (defined belowdetermined by disregarding any adjustment to the taxable income of any Member that arises under Code section 743(b) for and is attributable to the applicable Fiscal Year (or portion thereof) to which such distribution relates which is allocable to acquisition by such Member exceeds of an interest in the cumulative Company Estimated Net Taxable Income allocated to such Member from prior Fiscal Years (provided such amount shall not be below zeroin a transaction described in Code section 743(a)), multiplied by (y) the actual effective federal and state and local tax rates (including, to the extent applicable, alternative minimum tax, if any) applicable to the relevant corporation or individual, as the case may be, in effect during the Fiscal Year to which such distribution relatesAssumed Tax Rate, over (ii) the sum aggregate amount of distributions already made by the Company with respect to such Member during the relevant Fiscal Taxable Year (treating any Tax Distribution made with respect to income for such Taxable Year, regardless of when made, and any distribution other than a Tax Distribution made during such Taxable Year, as being made with respect to such Taxable Year) or (y) the Vestar Entities an amount equal to the excess of (i2) the amount by which necessary when paid to all the cumulative Company Estimated Net Taxable Income for the applicable Fiscal Year Members pro rata that will result in a payment to HLI sufficient to enable HLI to pay its actual tax liabilities (or portion thereofincluding estimated taxes) to which such distribution relates which is allocable in the aggregate to the Vestar Entities exceeds the cumulative Company Estimated Net Taxable Income allocated to such Members from prior Fiscal Years, multiplied by the maximum marginal federal income and New York State all its other expenses and New York City individual tax rate liabilities (including, but not limited to, its obligations under the Tax Receivable Agreement). In the case of the second and third Quarterly Estimated Tax Periods of each Taxable Year, the amount otherwise distributable under this Section 5.4(a) shall be adjusted upwards to the extent applicable, alternative minimum tax, if any) in effect during necessary to take into account the Fiscal Year to which such distribution relates, over (ii) the sum of distributions already made in the aggregate to the Vestar Entities during the relevant Fiscal Year (distributions under (i) or (ii) being referred to herein as “Tax Distributions”). For these purposes, “applicable formula for calculating estimated tax payments required with respect thereto.