Tax Distribution Shortfall Amount is defined in Section 3.2(d).
Tax Distribution Shortfall Amount means, for any Fiscal Year, an amount equal to the excess, if any, of (x) the Assumed Tax Liability for all prior Fiscal Years (as determined in good faith by the Tax Matters Partner) over (y) prior distributions pursuant to Section 5.4(a)(iii) in respect of the Assumed Tax Liability for all prior Fiscal Years.