Common use of Tax Distributions Clause in Contracts

Tax Distributions. Notwithstanding the foregoing, following [***] and only with respect to any taxable year in which the Company does not liquidate or sell all or substantially all of its assets, upon payment in full of all outstanding principal of, and any accrued but unpaid interest on, any Cash Shortfall Loan, the Company shall make cash distributions to the Members in amounts sufficient to cause each Member to have received cumulative distributions under this Article 7 with respect to the prior taxable year at least equal to 41% of the Member’s distributive share of the lesser of (i) the Company’s net taxable income for such prior taxable year and (ii) the excess of (x) the cumulative amount of the Company’s net taxable income (as determined in accordance with Code Section 703(a)) for all taxable years over (y) the cumulative amount of the Company’s net taxable loss (as determined in accordance with Code Section 703(a)) for all taxable years (the “Tax Distribution Amount”), provided that (i) distributions under this Section 7.1(b) shall take into account (and be offset as appropriate by) any prior or concurrent distributions made under Section 7.1(a) and Section 7.1(c) of this Agreement with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined and any corresponding provisions of the operating agreement for the Netherlands Joint Venture with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined (for the avoidance of doubt, on any particular Tax Distribution Date (as defined in the next sentence), the Company shall only be required to make a distribution pursuant to this Section 7.1(b) in the event that (and only to the extent that) the Tax Distribution Amount for the prior taxable year exceeds the amount of cash distributed by the Joint Ventures pursuant to Section 7.1(a) and Section 7.1(c) hereof (and any corresponding provisions of the operating agreement for the Netherlands Joint Venture) with respect to the taxable year for which the distribution amount under this Section 7.1 (b) is being determined), (ii) all determinations of the Tax Distribution Amount shall not take into account any items of taxable income allocated to any Member pursuant to Section 704(c) of the Code, and (iii) in order to take into account changes in Federal, state, local or foreign tax rates, the Board may increase or decrease the applicable percentage rate. Subject to Section 4.3 and Section 4.4, the Tax Distribution Amount, if any, shall be paid within 60 days following the end of each Fiscal Year of the Company (the “Tax Distribution Date”). *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been files separately with the Securities and Exchange Commission.

Tax Distributions. Notwithstanding Subject to the foregoing, following [***] Act and only with respect to any taxable year restrictions contained in any agreement to which the Company does not liquidate or sell all or substantially all is bound and notwithstanding the provisions of its assetsSection 4.1, upon payment in full no later than the tenth day of all outstanding principal ofeach April, June and September of any accrued but unpaid interest on, any Cash Shortfall Loancalendar year and January of the following calendar year, the Company shall make cash distributions shall, to the Members extent of available cash of the Company, make a distribution in amounts sufficient cash (each, a “Tax Distribution”) to cause each Member to have received cumulative distributions under this Article 7 with respect Unitholder in an amount equal to the prior taxable year at least equal to 41% excess of (a) the Member’s distributive share of the lesser product of (i) the Company’s net cumulative taxable income allocated by the Company to the Unitholder through the end of the month immediately preceding the distribution date, in excess of the cumulative taxable loss allocated by the Company to such Unitholder for that period, to the extent that such taxable loss would be available (without regard to any other Tax item of the Unitholder) to offset such taxable income, in each case based upon (x) the information returns filed by the Company, as amended or adjusted on or prior taxable year to the applicable date, and (y) estimated amounts, in the case of periods for which the Company has not yet filed information returns, and (ii) the excess of Assumed Tax Rate applicable to each period, over (xb) all prior distributions to the cumulative Unitholders pursuant to Section 4.1 (other than clauses (a), (b), (c)(i), (d)(i), (e)(i), (g)(i) and (h)(i) thereof) and this Section 4.4. All distributions made pursuant to this Section 4.4 to a Unitholder shall be treated as advance distributions under Section 4.1 (other than clauses (a), (b), (c)(i), (d)(i), (e)(i), (g)(i) and (h)(i) thereof) and shall be taken into account in determining the amount subsequently distributable to the Unitholder under Section 4.1. In particular, if, at the time that the Company makes any distribution under Section 4.1 (other than clauses (a), (b), (c)(i), (d)(i), (e)(i), (g)(i) and (h)(i) thereof) or this Section 4.4, any Unitholder has received a share of the Company’s net taxable income (as determined in accordance with Code Section 703(a)) for all taxable years over (y) the cumulative amount of the Company’s net taxable loss (as determined in accordance with Code Section 703(a)) for all taxable years (the “Tax Distribution Amount”aggregate distributions made pursuant to such Section(s), provided as applicable, that (i) is less than the share that it would have received if all such distributions had been made pursuant to such Section(s), as applicable, without regard to Section 4.4, then, notwithstanding such Section(s), as applicable, distributions first shall be made 100 percent to the Unitholders having such a shortfall in such amounts as are required so that each Unitholder has received its appropriate share, determined under such Section(s), as applicable, of all distributions made by the Company under such Section(s), as applicable, and this Section 7.1(b) shall take into account (and be offset as appropriate by) any prior or concurrent distributions made under Section 7.1(a) and Section 7.1(c) of this Agreement with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined and any corresponding provisions of the operating agreement for the Netherlands Joint Venture with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined (for 4.4. For the avoidance of doubt, on any particular Tax Distribution Date Distributions shall be made only with respect to income of the Company allocated to the Unitholders (as defined in the next sentence), the Company shall only be required opposed to make a distribution pursuant to this Section 7.1(b) in the event that (and only to the extent that) the Tax Distribution Amount for the prior taxable year exceeds the amount of cash distributed income recognized by the Joint Ventures pursuant to Section 7.1(a) and Section 7.1(c) hereof (and any corresponding provisions of the operating agreement for the Netherlands Joint Venture) Member with respect to the taxable year for which issuance or vesting of such Member’s Units). For the distribution purpose of determining the amount of distributions under this Section 7.1 (b) is being determined), (ii) all determinations of the Tax Distribution Amount shall not take into account any items of taxable income allocated to any Member pursuant to Section 704(c) of the Code, and (iii) in order to take into account changes in Federal, state, local or foreign tax rates, the Board may increase or decrease the applicable percentage rate. Subject to Section 4.3 and Section 4.4, the Tax Distribution Amount, if any, each Unitholder shall be paid within 60 days following treated as having been allocated the end of each Fiscal Year of cumulative taxable income and received the Company (the “Tax Distribution Date”). *** Note: Confidential treatment has been requested distributions made to or received by its predecessors with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been files separately with the Securities and Exchange Commissionany of such Unitholder’s Units.

Tax Distributions. Notwithstanding any provision to the foregoingcontrary contained in this Agreement, following [***] and only with respect to any in the event that the Members are allocated taxable year in which income from the Company does not liquidate or sell all or substantially all of its assets, upon payment in full of all outstanding principal of, and any accrued but unpaid interest on, any Cash Shortfall Loan, the Company shall make cash distributions to the Members in amounts sufficient to cause each Member to have received cumulative distributions under this Article 7 with respect to the prior taxable year at least equal to 41% of the Member’s distributive share of the lesser of (i) the Company’s net taxable income for such prior taxable year and (ii) the excess of (x) the cumulative amount of the Company’s net taxable income (as determined in accordance with Code Section 703(a)) for all taxable years over (y) the cumulative amount of the Company’s net taxable loss (as determined in accordance with Code Section 703(a)) for all taxable years (the “Tax Distribution Amount”), provided that (i) distributions under this Section 7.1(b) shall take into account (and be offset as appropriate by) any prior or concurrent distributions made under Section 7.1(a) and Section 7.1(c) of this Agreement with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined and any corresponding provisions of the operating agreement for the Netherlands Joint Venture with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined (excluding for the avoidance of doubt, on any particular Tax Distribution Date (as defined in taxable income that arises from the next sentencereceipt of equity interests from the Company or its Subsidiaries), the Company shall only be required make distributions to such Members to the extent of available cash (as determined by the Board in its reasonable discretion) in an amount equal to such income multiplied by a tax rate equal to 45% or such higher rate as reasonably determined by the Board to take into account increases in tax rates after the date hereof; it being understood that, if the Members are allocated material taxable income without corresponding cash distributions sufficient to pay the resulting tax liabilities, it is the Company’s intention to make the tax distributions referred to herein. In addition, in the event that the tax distributions to a distribution Member pursuant to the previous sentence with regard to any calendar year are greater than such Member’s proportionate share of distributions under Section 9.1, then, to the extent of available cash, an additional amount shall be distributed under this Section 9.6 and shall be apportioned among the other Members such that the total amount distributed under this Section 9.6 to all Members shall be allocated among the Members in accordance with each Member’s proportionate share of distributions under Section 9.1. Any distributions made to a Member pursuant to this Section 7.1(b) in 9.6 shall reduce the event amount otherwise distributable to such Member pursuant to the other provisions of this Agreement, so that (and only to the maximum extent possible, the total amount of distributions received by each Member pursuant to this Agreement at any time is the same as such Member would have received if no distribution had been made pursuant to this Section 9.6. Notwithstanding the foregoing, the Company shall not make any distributions under this Section 9.6 with respect to taxable income attributable to the sale, exchange or other disposition by the Company of shares of InterCo, NewBank or any other Subsidiary of the Company, including upon the occurrence of any transaction contemplated by Section 12.7 to the extent that) that the Tax Distribution Amount for the prior taxable year exceeds the amount proceeds of cash such sale, exchange or other disposition are distributed by the Joint Ventures pursuant to Section 7.1(a) and Section 7.1(c) hereof (and any corresponding provisions of the operating agreement for the Netherlands Joint Venture) with respect to the taxable year for which the distribution amount under this Section 7.1 (b) is being determined), (ii) all determinations of the Tax Distribution Amount shall not take into account any items of taxable income allocated to any Member pursuant to Section 704(c) of the Code, and (iii) in order to take into account changes in Federal, state, local or foreign tax rates, the Board may increase or decrease the applicable percentage rate. Subject to Section 4.3 and Section 4.4, the Tax Distribution Amount, if any, shall be paid within 60 days following the end of each Fiscal Year of the Company (the “Tax Distribution Date”). *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been files separately with the Securities and Exchange CommissionMembers.

Tax Distributions. Notwithstanding (a) In the foregoingevent that there is net taxable income allocated from the Company to a Member for a Fiscal Year, then the Company shall, within three months after the end of such Fiscal Year, make a Distribution pursuant to this Section 9.17(a) to each Member in the minimum amount necessary to meet the following [***] requirements: (i) all Distributions under this Section 9.17(a) shall be made in proportion to each Member's Sharing Ratio; and only (ii) the total amount of Distributions to each Member pursuant to this Section 9.17(a) and Sections 9.5 and 9.17(b) of this Agreement during, or with respect to, the Relevant Distribution Period (excluding any Distributions made pursuant to this Section 9.17(a) with respect to any taxable year in which the Company does not liquidate a prior Fiscal Year or sell all or substantially all of its assets, upon payment in full of all outstanding principal of, and any accrued but unpaid interest on, any Cash Shortfall Loan, the Company shall make cash distributions pursuant to the Members in amounts sufficient to cause each Member to have received cumulative distributions under this Article 7 Section 9.17(b) with respect to the prior taxable year a future Fiscal Year) shall be at least equal to 41% of the Member’s distributive share of the lesser product of (i) the Company’s net taxable income allocable from the Company to such Member for federal income tax purposes for such prior taxable year and Fiscal Year (without regard to any adjustments made under Code Sections 734, 743 or 754), multiplied by (ii) the excess of Assumed Tax Rate; provided, however, that no Distribution shall be made pursuant to this Section 9.17(a) (x) to the extent that it would cause a Member's Capital Account (after taking into account estimated Profits and Losses and Distributions through the latest calendar quarter) to be negative, (y) if such Distribution is then prohibited by the Company's debt instruments, or (z) in an amount which in the aggregate exceed Distributable Cash. (b) The Company shall, on or before each of April 15th, June 15th, September 15th of any Fiscal Year and January 15th immediately following the closing of such Fiscal Year, make Distributions to Members of one-fourth of the amount estimated to be distributable pursuant to Section 9.17(a) of this Agreement in respect of such Fiscal Year. Such estimated amounts shall be included in the Company's operating budget. (c) Any Distribution which is made to a Member pursuant to Section 9.17(a) or (b) of this Agreement shall reduce the total amount of Distributions which such Member would otherwise be entitled to receive under Section 9.5 of this Agreement until the total amount of such reductions made pursuant to this Section 9.17(c) equals the cumulative amount of the Company’s net taxable income (as determined in accordance with Code Section 703(a)) for all taxable years over (y) the cumulative amount of the Company’s net taxable loss (as determined in accordance with Code Section 703(a)) for all taxable years (the “Tax Distribution Amount”), provided that (i) distributions under this Section 7.1(b) shall take into account (and be offset as appropriate by) any prior or concurrent distributions Distributions made under Section 7.1(a) and Section 7.1(c) of this Agreement with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined and any corresponding provisions of the operating agreement for the Netherlands Joint Venture with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined (for the avoidance of doubt, on any particular Tax Distribution Date (as defined in the next sentence), the Company shall only be required to make a distribution pursuant to this Section 7.1(b) in the event that (and only to the extent that) the Tax Distribution Amount for the prior taxable year exceeds the amount of cash distributed by the Joint Ventures pursuant to Section 7.1(a) and Section 7.1(c) hereof (and any corresponding provisions of the operating agreement for the Netherlands Joint Venture) with respect to the taxable year for which the distribution amount under this Section 7.1 (b) is being determined), (ii) all determinations of the Tax Distribution Amount shall not take into account any items of taxable income allocated to any such Member pursuant to Section 704(c9.17(a) and (b) of the Code, and (iii) in order to take into account changes in Federal, state, local or foreign tax rates, the Board may increase or decrease the applicable percentage rate. Subject to Section 4.3 and Section 4.4, the Tax Distribution Amount, if any, shall be paid within 60 days following the end of each Fiscal Year of the Company (the “Tax Distribution Date”). *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been files separately with the Securities and Exchange CommissionAgreement.

Tax Distributions. (a) Notwithstanding the foregoingother provisions of this Article III, following [***] if at any time the cumulative Tax Liability of any Member exceeds the cumulative distributions to such Member pursuant to this Section 3.4(a) (such excess, the Member’s “Unpaid Tax Liability”), such Member shall have the right to receive a distribution of the Unpaid Tax Liability on a timely basis to make all required estimated payments of income taxes, but in no event later than April 10, June 10, September 10 and only December 10 of each calendar year, provided that each Member shall be entitled to an additional payment on or before March 10 of each calendar year to the extent the total amounts distributed under this Section 3.4(a) with respect to any the immediately preceding taxable year in which are less than each Member’s Unpaid Tax Liability as of the end of such year). Distributions pursuant to this Section 3.4(a) (each, a “Tax Distribution”) shall not reduce any Member’s right to distributions under any other provision of this Agreement. In the event that one or more Members are entitled to distributions pursuant to this Section 3.4(a) and the Company does not liquidate or sell have available funds sufficient to make all or substantially all such distributions in full, then such funds which are available for such distributions shall be distributed in proportion to the Members’ Unpaid Tax Liabilities. For purposes of its assets, upon payment in full of all outstanding principal of, and any accrued but unpaid interest on, any Cash Shortfall Loanthis Agreement, the Company shall make cash distributions to the Members in amounts sufficient to cause “Tax Liability” of any Member for each Member to have received cumulative distributions under this Article 7 with respect to the prior taxable year at least or portion thereof shall equal to 41% (A) the sum of the (i) such Member’s distributive share of the lesser of (i) the Company’s net taxable income or loss of the Company for such prior taxable year or portion thereof determined without regard to any taxable income or loss of the Company as a result of Section 704(c) of the Code allocated to a Member, if any, and (ii) the excess amount of any guaranteed payments realized by such Member in respect of its interest in the Company, multiplied by (xB) the cumulative amount maximum combined federal and state marginal income tax rates generally applicable to individuals under the Code and the laws of the Company’s net taxable State of California, for each category of income (ordinary income, long-term capital gains, etc.), after taking into account the federal deduction for state income taxes, as determined by the Board. (b) Without duplication of any amounts distributed under Section 3.4(a), the Company shall distribute to each Blocker Investor such additional amounts, and at such times, as is needed by any affiliated Applicable Blocker Entity that is classified as a corporation for federal income tax purposes to pay all taxes and expenses of such Applicable Blocker Entity incurred in accordance connection with Code Section 703(a)) for all taxable years over (y) the cumulative amount any Sale Transaction in which assets of the Company’s net taxable loss Company or any Subsidiary are disposed of or any other transaction that the Company has undertaken (as determined in accordance with Code Section 703(a)) for all taxable years (the “Tax Distribution Amount”), provided that (i) distributions under this Section 7.1(b) shall take into account (and be offset as appropriate by) any prior or concurrent distributions made under Section 7.1(a) and Section 7.1(c) of pursuant to this Agreement with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined and or any corresponding provisions of the operating agreement for the Netherlands Joint Venture with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined (for the avoidance of doubt, on any particular Tax Distribution Date other Transaction Documents (as defined in the next sentencePurchase Agreement)) to structure with respect to the Blocker Investors as a transfer of the outstanding securities of the Applicable Blocker Entities but with respect to which such outstanding securities are not, in fact, transferred. For purposes of clarity, the Company shall only be required to make a distribution pursuant to amounts distributable under this Section 7.1(b3.4(b) are intended to reimburse the Applicable Blocker Entities that are classified as corporations for federal income tax purposes (on a fully grossed up basis) for all such taxes and expenses incurred by such Applicable Blocker Entities in the event that (and only to the extent that) the Tax Distribution Amount for the prior taxable year exceeds the amount of cash distributed by the Joint Ventures pursuant to Section 7.1(a) and Section 7.1(c) hereof (and any corresponding provisions such a transaction cannot be structured as a disposition of the operating agreement for the Netherlands Joint Venture) with respect to the taxable year for which the distribution amount outstanding securities of Applicable Blocker Entities. Distributions under this Section 7.1 (b3.4(b) is being determined), (ii) all determinations of the Tax Distribution Amount shall not take into account reduce any items of taxable income allocated amounts otherwise distributable to the Blocker Investors pursuant to any Member pursuant to Section 704(c) other provision of the Code, and (iii) in order to take into account changes in Federal, state, local or foreign tax rates, the Board may increase or decrease the applicable percentage rate. Subject to Section 4.3 and Section 4.4, the Tax Distribution Amount, if any, shall be paid within 60 days following the end of each Fiscal Year of the Company (the “Tax Distribution Date”). *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been files separately with the Securities and Exchange CommissionAgreement.

Tax Distributions. Notwithstanding Sections 5.01 or 5.03 hereof, to the foregoing, following [***] and only with respect to any taxable year in which the Company does not liquidate or sell all or substantially all of its assets, upon payment in full of all outstanding principal of, and any accrued but unpaid interest on, any Cash Shortfall Loanextent permitted by applicable Law, the Company shall make cash quarterly distributions on the Special Distribution Date to each Member for the preceding Fiscal Quarter in an amount equal to the Members in amounts sufficient to cause each Member to have received cumulative distributions under this Article 7 with respect to the prior taxable year at least equal to 41% of the Member’s distributive share of the lesser excess, if any, of (i) the Companysuch Member’s net taxable income for such prior taxable year and Assumed Tax Liability over (ii) the excess other distributions, if any, previously made to such Member pursuant to Sections 5.01, 5.02 and 5.03 of this Agreement or to be distributed to such Member on such Special Distribution Date pursuant to Sections 5.01 or 5.03 of this Agreement (including a distribution pursuant to Section 5.03(c)); provided that if the amount of Available Cash is not sufficient to make the foregoing payments in full, the amount that is available will be distributed first to GNC, to the extent of its entitlement under this Section 5.02, and thereafter, to the other Members, in proportion to their relative entitlements under this Section 5.02. Quarterly tax distributions for any Fiscal Year shall be made on the basis of estimates reasonably made by the Board and shall be trued up in each subsequent Fiscal Quarter based on the latest available information at the dates thereof and shall be trued up for each Fiscal Year (x) at the cumulative amount end of the Company’s net taxable income (as determined in accordance with Code Section 703(a)) for all taxable years over first Fiscal Quarter of the following Fiscal Year based on the final information reported to the Members on Schedule K-1 and (y) promptly following the cumulative amount resolution of the Companyany tax audit, examination or other proceeding that results in any increase in a Member’s net taxable loss (as determined in accordance with Code Section 703(a)) for all taxable years (the “Assumed Tax Distribution Amount”), provided that (i) distributions under this Section 7.1(b) shall take into account (and be offset as appropriate by) any prior or concurrent distributions made under Section 7.1(a) and Section 7.1(c) of this Agreement with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined and any corresponding provisions of the operating agreement for the Netherlands Joint Venture with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined (for Liability. For the avoidance of doubt, on a former Member that is not a Member at the time of a true up pursuant to clause (y) of the foregoing sentence shall not be entitled to any particular Tax Distribution Date (as defined in the next sentence), the Company shall only be required to make a distribution additional amount pursuant to this Section 7.1(b) in the event that (and only to the extent that) the Tax Distribution Amount for the prior taxable year exceeds the amount of cash distributed by the Joint Ventures pursuant to Section 7.1(a) and Section 7.1(c) hereof (and any corresponding provisions of the operating agreement for the Netherlands Joint Venture) 5.02 with respect to the taxable year for which the distribution a prior Fiscal Year unless such former Member would have been entitled to such amount under this Section 7.1 (b) is being determined), (ii) all determinations of the Tax Distribution Amount shall not take after taking into account any items of taxable income allocated to any all other distributions received by such Member pursuant to Sections 5.01, 5.02 and 5.03 of this Agreement. Amounts distributed pursuant to this Section 704(c) 5.02 will be treated as advances of the Code, and (iii) in order amounts to take into account changes in Federal, state, local or foreign tax rates, the Board may increase or decrease the applicable percentage rate. Subject to be distributed under Section 4.3 5.01 and Section 4.4, 5.03 of this Agreement and such amounts will be credited against and will reduce (dollar for dollar) the Tax Distribution Amount, if any, shall next future distributions to be paid within 60 days following the end made to each Member under Section 5.01 and Section 5.03 of each Fiscal Year of the Company (the “Tax Distribution Date”). *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been files separately with the Securities and Exchange CommissionAgreement.

Tax Distributions. Notwithstanding Unless otherwise provided by the foregoing, following [***] and only with respect to any taxable year in which the Company does not liquidate or sell all or substantially all of its assets, upon payment in full of all outstanding principal of, and any accrued but unpaid interest on, any Cash Shortfall LoanManaging Member, the Company shall make cash distributions (solely to the Members in amounts sufficient extent of available cash), no later than five days prior to cause the date on which U.S. federal corporate estimated tax payments are due for a taxpayer with a taxable year ending on December 31, to make a distribution (a “Tax Distribution”) to each Member to have received cumulative distributions under this Article 7 with respect in an amount equal to the prior taxable year at least equal to 41% excess of (A) the Member’s distributive share of the lesser product of (i) the Company’s estimated net taxable income allocable to such Member, for such prior taxable year through the end of such period, and (ii) the excess of (x) the cumulative amount of the Company’s net taxable income (as determined in accordance with Code Section 703(a)) for all taxable years Tax Rate, over (y) the cumulative amount of the Company’s net taxable loss (as determined in accordance with Code Section 703(a)) for all taxable years (the “Tax Distribution Amount”), provided that (iB) distributions under previously made to such Member pursuant to this Section 7.1(b) shall take into account (and be offset as appropriate by) any prior 5.03 or concurrent distributions made under Section 7.1(a) and Section 7.1(c) of this Agreement 12.02 with respect to the taxable year. If such quarterly Tax Distributions are, in the aggregate, less than the amount of Tax Distributions to which such Member is entitled pursuant to this Section 5.03(e), the Managing Member shall (solely to the extent of any available cash) cause the Company to make an annual Tax Distribution to each Member no later than 10 days prior to the due date for U.S. federal income tax returns for individuals (excluding any extensions) for such taxable year sufficient to make up such shortfall. In computing taxable income or loss for purposes of this Section 5.03(e), items of income, gain, loss and deduction shall be determined (i) with or without regard to any adjustments pursuant to Section 743 of the Code (in whole or in part), in the sole discretion of the Managing Member, and (ii) taking into account any allocations under Section 704(c) of the Code and the Treasury Regulations thereunder. A Tax Distribution to a Member in respect of any Unit shall be charged against current or future distributions to which the distribution amount such Member would otherwise have been entitled under this Section 7.1(b5.03 or Section 12.02 in respect of such Unit to the extent required to prevent Tax Distributions from permanently impacting the distributions to the Members; provided, however, all Common Units (including any Common Unit or portion thereof received in exchange for any Profits Unit) shall participate in distributions made pursuant to Section 5.03 on a pro rata basis. Notwithstanding the foregoing, (A) any distributions made pursuant to this Section 5.03(e) shall be made to the Members on a pro rata basis in accordance with the number of each Member’s Units over the total number of outstanding Units, (B) to the extent of available cash, the pro rata amount to be distributed to each Member shall be calculated based on the distribution to the Member that would have the highest Tax Distribution under this Section 5.03(e) on a per-Unit basis, calculated without regard to this sentence and (C) if there is being determined and any corresponding provisions insufficient available cash to make all of the operating agreement for distributions described in clause (B), the Netherlands Joint Venture amount that would have been distributed to each Member pursuant to clause (B) shall be reduced on a pro rata basis; and provided, further, that notwithstanding the foregoing the Company shall not be required to make any distribution pursuant to this Section 5.03(e) with respect to any Profits Units that are not Vested Units if the Company has not allocated any income in the applicable taxable year for which the distribution amount under this Section 7.1(b) is being determined (for period to such Units. For the avoidance of doubt, on any particular whether a distribution is treated as a Tax Distribution Date (as defined in the next sentence), the Company shall only be required to make or a distribution pursuant to this Section 7.1(b5.03(b) in the event that (and only is not intended to the extent that) the Tax Distribution Amount for the prior taxable year exceeds the amount of cash distributed by the Joint Ventures pursuant to Section 7.1(a) and Section 7.1(c) hereof (and any corresponding provisions of the operating agreement for the Netherlands Joint Venture) with respect to the taxable year for which the distribution amount impact allocations or ultimate economic entitlement under this Section 7.1 (b) is being determined), (ii) all determinations of the Tax Distribution Amount shall not take into account any items of taxable income allocated to any Member pursuant to Section 704(c) of the CodeAgreement, and (iii) in order to take into account changes in Federal, state, local or foreign tax rates, the Board may increase or decrease the applicable percentage rate. Subject to Section 4.3 and Section 4.4, the Tax Distribution Amount, if any, this Agreement shall be paid within 60 days following the end of each Fiscal Year of the Company (the “Tax Distribution Date”). *** Note: Confidential treatment has been requested interpreted consistent with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been files separately with the Securities and Exchange Commissionsuch intent.

Tax Distributions. Notwithstanding (a) In the foregoingevent that there is net taxable income allocated from the Company to a Member for a Fiscal Year, then the Company shall, within three months after the end of such Fiscal Year, make a Distribution pursuant to this Section 8.16(a) to each Member in the minimum amount necessary to meet the following [***] requirements: (i) all Distributions under this Section 8.16(a) shall be made in proportion to each Member's Sharing Ratio; and only (ii) the total amount of Distributions to each Member pursuant to this Section 8.16(a) and Sections 8.4 and 8.16(b) of this Agreement during, or with respect to, the Relevant Distribution Period (excluding any Distributions made pursuant to this Section 8.16(a) with respect to any taxable year in which the Company does not liquidate a prior Fiscal Year or sell all or substantially all of its assets, upon payment in full of all outstanding principal of, and any accrued but unpaid interest on, any Cash Shortfall Loan, the Company shall make cash distributions pursuant to the Members in amounts sufficient to cause each Member to have received cumulative distributions under this Article 7 Section 8.16(b) with respect to the prior taxable year a future Fiscal Year) shall be at least equal to 41% of the Member’s distributive share of the lesser product of (i) the Company’s net taxable income allocable from the Company to such Member for federal income tax purposes for such prior taxable year and Fiscal Year (without regard to any adjustments made under Code Sections 734, 743 or 754), multiplied by (ii) the excess of Assumed Tax Rate; provided, however, that no Distribution shall be made pursuant to this Section 8.16(a) (w) to the extent that it would cause a Member's Capital Account (after taking into account estimated Profits and Losses and Distributions through the latest calendar quarter) to be negative, (x) if such Distribution is then prohibited by the Company's debt instruments, (y) in an amount which in the aggregate exceed Distributable Cash, or (z) would otherwise be imprudent. (b) The Company shall, on or before each of April 15th, June 15th, September 15th of any Fiscal Year and January 15th immediately following the closing of such Fiscal Year, make Distributions to Members of one-fourth of the amount estimated to be distributable pursuant to Section 8.16(a) of this Agreement in respect of such Fiscal Year. Such estimated amounts shall be included in the Company's operating budget. (c) Any Distribution which is made to a Member pursuant to Section 8.16(a) or (b) of this Agreement shall reduce the total amount of Distributions which such Member would otherwise be entitled to receive under Section 8.4 of this Agreement until the total amount of such reductions made pursuant to this Section 8.16(c) equals the cumulative amount of the Company’s net taxable income (as determined in accordance with Code Section 703(a)) for all taxable years over (y) the cumulative amount of the Company’s net taxable loss (as determined in accordance with Code Section 703(a)) for all taxable years (the “Tax Distribution Amount”), provided that (i) distributions under this Section 7.1(b) shall take into account (and be offset as appropriate by) any prior or concurrent distributions Distributions made under Section 7.1(a) and Section 7.1(c) of this Agreement with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined and any corresponding provisions of the operating agreement for the Netherlands Joint Venture with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined (for the avoidance of doubt, on any particular Tax Distribution Date (as defined in the next sentence), the Company shall only be required to make a distribution pursuant to this Section 7.1(b) in the event that (and only to the extent that) the Tax Distribution Amount for the prior taxable year exceeds the amount of cash distributed by the Joint Ventures pursuant to Section 7.1(a) and Section 7.1(c) hereof (and any corresponding provisions of the operating agreement for the Netherlands Joint Venture) with respect to the taxable year for which the distribution amount under this Section 7.1 (b) is being determined), (ii) all determinations of the Tax Distribution Amount shall not take into account any items of taxable income allocated to any such Member pursuant to Section 704(c8.16(a) and (b) of the Code, and (iii) in order to take into account changes in Federal, state, local or foreign tax rates, the Board may increase or decrease the applicable percentage rate. Subject to Section 4.3 and Section 4.4, the Tax Distribution Amount, if any, shall be paid within 60 days following the end of each Fiscal Year of the Company (the “Tax Distribution Date”). *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been files separately with the Securities and Exchange CommissionAgreement.

Tax Distributions. Notwithstanding (a) Prior to making distributions pursuant to Section 5.1 , on each Tax Distribution Date, the foregoingCompany shall, following [***] subject to the availability of funds and only with respect to any taxable year restrictions contained in any agreement to which the Company does not liquidate or sell all or substantially all of its assetsis bound, upon payment in full of all outstanding principal of, and any accrued but unpaid interest on, any Cash Shortfall Loan, the Company shall make cash distributions to the Members on a pro rata basis in amounts accordance with the number of Units owned by each Member, subject to Section 5.2(b), in an amount sufficient to cause each Member PubCo to have received cumulative distributions receive a distribution equal to all of PubCo’s federal, state, local and non-U.S. tax liabilities during the Fiscal Year or other taxable period to which the tax-related distribution under this Article 7 with respect to the prior taxable year Section 5.2(a) relates. (b) If a Tax Advance Eligible Member has an Assumed Tax Liability at least equal to 41% a Tax Distribution Date in excess of the Member’s distributive share sum of the lesser of (i) the Company’s net taxable income for such prior taxable year and (ii) the excess of (x) the cumulative amount of distributions made to such Member under Section 5.1 , Section 5.2(a) and advances made under this Section 5.2(b), in each case, in the Company’s net relevant Fiscal Year or other taxable income period, the Company shall, to the extent permitted by applicable Law, and subject to the legal availability of funds and any restrictions contained in any agreement to which the Company is bound, make advances to such Member in an amount equal to such excess (as determined in accordance with Code Section 703(a)) for all taxable years over (y) the cumulative amount of the Company’s net taxable loss (as determined in accordance with Code Section 703(a)) for all taxable years (the “a “ Tax Distribution AmountAdvance ”). Any such Tax Advance shall be treated as an advance against and, provided thus, shall reduce (without duplication), any future distributions that would otherwise be made to such Member pursuant to Sections 5.1 and 10.3(b)(iii) . If there is a Tax Advance outstanding with respect to a Member (i) distributions under this Section 7.1(b) shall take into account who elects to participate in an Exchange (and be offset as appropriate by) any prior or concurrent distributions made under Section 7.1(a) and Section 7.1(c) of this Agreement with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined and any corresponding provisions of the operating agreement for the Netherlands Joint Venture with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined (including, for the avoidance of doubt, on any particular Tax Distribution Date sale of such Units pursuant to the Direct Exchange Right at the option of PubCo pursuant to Section 3.7(j) ) or (as defined ii) who Transfers Units pursuant to the provisions of Article VIII , then in the next sentence), each case such Member shall indemnify and hold harmless the Company against such Tax Advance, and shall only be required to make promptly pay to the Company (but in all events within fifteen (15) days after the Exchange Date or Transfer date, as the case may be) an amount of cash equal to the proportionate share of such Tax Advance relating to its Units subject to the Exchange or Transfer (determined at the time of the Exchange or Transfer based on the number of Units subject to the Exchange or Transfer as compared to the total number of Units held by such Member), provided that, in the case of a distribution Transfer described in clause (ii) , such Member shall not be required to pay such amount of cash equal to the proportionate share of such Tax Advance relating to its Units subject to the Transfer, if the transferee is either a Permitted Transferee or such Transfer is otherwise approved by the Manager and the transferee agrees to assume the Member’s obligation to repay to the Company such amount equal to the proportionate share of the Member’s existing Tax Advance relating to such Units subject to the Transfer, and such Member shall be relieved from any liabilities associated with and the obligation to repay its existing Tax Advance relating to such Units subject to the Transfer. The obligations of each Member pursuant to the preceding sentence shall survive the withdrawal of any Member or the transfer of any Member’s Units and shall apply to any current or former Member. For the avoidance of doubt, (i) any payment of a Tax Advance made by the Company pursuant to this Section 7.1(b5.2(b) in shall not reduce the event that (and only to the extent that) the Tax Distribution Amount for the prior taxable year exceeds the amount of cash distributed by the Joint Ventures pursuant to Section 7.1(a) and Section 7.1(c) hereof (and any corresponding provisions Capital Account balance of the operating agreement for the Netherlands Joint Venture) with respect to the taxable year for which the distribution amount under this Section 7.1 (b) is being determined), applicable Member and (ii) all determinations any repayment of a Tax Advance pursuant to the Tax Distribution Amount previous sentence shall not take into account any items of taxable income allocated to any Member pursuant to Section 704(c) of the Code, and (iii) in order to take into account changes in Federal, state, local or foreign tax rates, the Board may increase or decrease the applicable percentage rate. Subject to Section 4.3 and Section 4.4, the Tax Distribution Amount, if any, shall be paid within 60 days following the end of each Fiscal Year of the Company (the “Tax Distribution Date”). *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been files separately with the Securities and Exchange Commissiontreated as a Capital Contribution.

Tax Distributions. Notwithstanding Unless otherwise provided by the foregoing, following [***] and only with respect to any taxable year in which the Company does not liquidate or sell all or substantially all of its assets, upon payment in full of all outstanding principal of, and any accrued but unpaid interest on, any Cash Shortfall LoanManaging Member, the Company shall make cash distributions (solely to the Members in amounts sufficient extent of available cash), no later than five days prior to cause the date on which U.S. federal corporate estimated tax payments are due for a taxpayer with a taxable year ending on December 31, to make a distribution (a “Tax Distribution”) to each Member to have received cumulative distributions under this Article 7 with respect in an amount equal to the prior taxable year at least equal to 41% excess of (A) the Member’s distributive share of the lesser product of (i) the Company’s estimated net taxable income allocable to such Member, for such prior taxable year through the end of such period, and (ii) the excess of (x) the cumulative amount of the Company’s net taxable income (as determined in accordance with Code Section 703(a)) for all taxable years Tax Rate, over (y) the cumulative amount of the Company’s net taxable loss (as determined in accordance with Code Section 703(a)) for all taxable years (the “Tax Distribution Amount”), provided that (iB) distributions under previously made to such Member pursuant to this Section 7.1(b) shall take into account (and be offset as appropriate by) any prior 5.03 or concurrent distributions made under Section 7.1(a) and Section 7.1(c) of this Agreement 12.02 with respect to the taxable year. If such quarterly Tax Distributions are, in the aggregate, less than the amount of Tax Distributions to which such Member is entitled pursuant to this Section 5.03(e), the Managing Member shall (solely to the extent of any available cash) cause the Company to make an annual Tax Distribution to each Member no later than 10 days prior to the due date for U.S. federal income tax returns for individuals (excluding any extensions) for such taxable year sufficient to make up such shortfall. In computing taxable income or loss for purposes of this Section 5.03(e), items of income, gain, loss and deduction shall be determined (i) with or without regard to any adjustments pursuant to Section 743 of the Code (in whole or in part), in the sole discretion of the Managing Member, and (ii) taking into account any allocations under Section 704(c) of the Code and the Treasury Regulations thereunder. A Tax Distribution to a Member in respect of any Unit shall be charged against current or future distributions to which the distribution amount such Member would otherwise have been entitled under this Section 7.1(b5.03 or Section 12.02 in respect of such Unit; provided, however, all Common Units (including any Common Unit or portion thereof received in exchange for any Profits Unit) shall participate in distributions made pursuant to Section 5.03 on a pro rata basis. Notwithstanding the foregoing, (A) any distributions made pursuant to this Section 5.03(e) shall be made to the Members on a pro rata basis in accordance with the number of each Member’s Units over the total number of outstanding Units, (B) to the extent of available cash, the pro rata amount to be distributed to each Member shall be calculated based on the distribution to the Member that would have the highest Tax Distribution under this Section 5.03(e) on a per-Unit basis, calculated without regard to this sentence and (C) if there is being determined and any corresponding provisions insufficient available cash to make all of the operating agreement for distributions described in clause (B), the Netherlands Joint Venture amount that would have been distributed to each Member pursuant to clause (B) shall be reduced on a pro rata basis; and provided, further, that notwithstanding the foregoing the Company shall not be required to make any distribution pursuant to this Section 5.03(e) with respect to any Profits Units that are not Vested Units if the Company has not allocated any income in the applicable taxable year for which the distribution amount under this Section 7.1(b) is being determined (for period to such Units. For the avoidance of doubt, on any particular whether a distribution is treated as a Tax Distribution Date (as defined in the next sentence), the Company shall only be required to make or a distribution pursuant to this Section 7.1(b5.03(b) in the event that (and only is not intended to the extent that) the Tax Distribution Amount for the prior taxable year exceeds the amount of cash distributed by the Joint Ventures pursuant to Section 7.1(a) and Section 7.1(c) hereof (and any corresponding provisions of the operating agreement for the Netherlands Joint Venture) with respect to the taxable year for which the distribution amount impact allocations or ultimate economic entitlement under this Section 7.1 (b) is being determined), (ii) all determinations of the Tax Distribution Amount shall not take into account any items of taxable income allocated to any Member pursuant to Section 704(c) of the CodeAgreement, and (iii) in order to take into account changes in Federal, state, local or foreign tax rates, the Board may increase or decrease the applicable percentage rate. Subject to Section 4.3 and Section 4.4, the Tax Distribution Amount, if any, this Agreement shall be paid within 60 days following the end of each Fiscal Year of the Company (the “Tax Distribution Date”). *** Note: Confidential treatment has been requested interpreted consistent with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been files separately with the Securities and Exchange Commissionsuch intent.

Tax Distributions. (i) Notwithstanding the foregoingSection 5.10(a), following [***] and only with respect to any taxable year in which the Company does not liquidate or sell all or substantially all of its assetsfor each Fiscal Year, upon payment in full of all outstanding principal of, and any accrued but unpaid interest on, any Cash Shortfall Loan, the Company shall make cash distributions shall be made, to the extent practicable, to the Members (including in respect of any Units that are unvested or subject to forfeiture) at times and in amounts sufficient designed to cause enable each Member to have received cumulative distributions under this Article 7 with respect pay income taxes, including estimated taxes, attributable to the prior aggregate amount of taxable year at least equal to 41% income recognized by such Member for such Fiscal Year in respect of the such Member’s distributive Interest in the Company, including (A) such Member’s allocable share of the lesser of (i) the Company’s net taxable income of the Company for the Fiscal Year computed in accordance with Section 5.2 and (B) all income that such prior taxable year and Member is required to accrue during such Fiscal Year in respect of such Member’s Preferred Return (such taxes, “Applicable Taxes”). (ii) the excess The amount distributable to each Member in respect of Applicable Taxes, if any, for any tax payment date (xincluding any estimated tax payment date) shall be calculated by multiplying (A) the cumulative Assumed Tax Rate by (B) the net amount (or estimated net amount) of taxable income recognized by such Member in respect of such Member’s Interest in the Company for the period taken into account for purposes of making such Member’s scheduled tax payment and all prior periods in respect of the Companysame applicable Fiscal Year (taking into account such Member’s net allocable share of taxable income losses from all prior periods to the extent not previously taken into account pursuant to this clause (as determined in accordance with Code Section 703(aii)) for all taxable years over (y) the cumulative amount of the Company’s net taxable loss (as determined in accordance with Code Section 703(a)) for all taxable years (the “Tax Distribution Amount”), provided that then subtracting all previous distributions (iif any) distributions under this Section 7.1(b) shall take into account (and be offset as appropriate by) any prior or concurrent distributions made under Section 7.1(a) and Section 7.1(c) of this Agreement with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined and any corresponding provisions of the operating agreement for the Netherlands Joint Venture with respect to the taxable year for which the distribution amount under this Section 7.1(b) is being determined (for the avoidance of doubt, on any particular Tax Distribution Date (as defined in the next sentence), the Company shall only be required to make a distribution such Member pursuant to this Section 7.1(b5.10(b) in the event that respect of such applicable Fiscal Year (and only to the extent that) the Tax Distribution Amount for the prior taxable year exceeds the amount of cash distributed as determined by the Joint Ventures pursuant to Section 7.1(a) and Section 7.1(c) hereof (and any corresponding provisions of the operating agreement for the Netherlands Joint Venture) with respect to the taxable year for which the distribution amount under this Section 7.1 (b) is being determinedBoard), (ii) all determinations of the Tax Distribution Amount shall not take into account any items of taxable income allocated to any Member pursuant to Section 704(c) of the Code, and . (iii) in order Distributions pursuant to take into account changes in Federalthis Section 5.10(b) (each, state, local or foreign tax rates, the Board may increase or decrease the applicable percentage rate. Subject to Section 4.3 and Section 4.4, the a “Tax Distribution AmountDistribution”), if any, shall be paid within 60 days following made only to the end extent that all previous distributions from the Company in respect of each a Fiscal Year (as determined by the Board) to such Member (other than distributions pursuant to this Section 5.10(b)) are less than the aggregate of the Company amounts calculated under Section 5.10(b)(ii) for such Fiscal Year. (the “Tax Distribution Date”). *** Note: Confidential treatment has been requested with respect iv) Notwithstanding anything to the information contrary in this Agreement, amounts distributed pursuant to this Section 5.10(b), if any, shall be taken into account in determining subsequent distributions to the Members pursuant to Section 5.10(c) so that each Member receives the same aggregate amount of distributions that such Member would have received if this Section 5.10(b) were not contained within the [***] marking. Such portions have been omitted from in this filing and have been files separately with the Securities and Exchange CommissionAgreement.