Common use of Distributions Generally Clause in Contracts

Distributions Generally. (a) Except as otherwise provided herein and subject to Section 5.2(b), Section 5.2(c), and the Act, no later than seventy-five (75) days after the end of each fiscal quarter, the Company shall make distributions in cash of all its Available Cash in respect of such fiscal quarter. The Company may make such other more frequent distributions (including interim distributions) at such times and in such amounts as the Board may determine. (b) Except as otherwise provided herein, all distributions shall be paid to the Members only in cash and in the same proportion as their respective Percentage Interest; provided, that, in the case of distributions to be paid in respect of any period during which the Percentage Interest of the Members changed, such distributions shall be prorated to reflect the Percentage Interest of the Members on each day of such measurement period, and the Company and the Members shall take such action as necessary to effectuate such proration. (c) With respect to each taxable year, at such times necessary to allow the Members to timely satisfy all of their U.S. federal, state and local and non-U.S. tax liabilities, prior to any distributions pursuant to Section 5.2(a) and subject to Available Cash and any restrictions contained in any loan agreement or other contract to which the Company is a party or by which it is bound, the Company shall make cash distributions (“Tax Distributions”) to each Member equal to such Member’s quarterly Assumed Tax Liability determined based on the Board’s good faith estimate of the projected Profits for such taxable year; provided, however, that to the extent a Member would otherwise be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 5.2(c) on any given date, then the Tax Distributions to such Member shall be increased, as necessary, to ensure that all such Tax Distributions made pursuant to this Section 5.2(c) are made pro rata in accordance with the Members’ respective Percentage Interests. The Company and the Board shall not have any liability to any Member for penalties arising from non-payment or incorrect estimates of such Member’s estimated tax payments. Any distributions made pursuant to this Section 5.2(c) shall be treated for purposes of this Agreement as having been distributed pursuant to Section 5.2(a) and shall reduce, dollar-for-dollar, the amount otherwise distributable to such Member pursuant to Section 5.2(a). To the extent the Company does not have sufficient funds and thereby is unable to pay to the Members the full amount of any Tax Distribution otherwise payable pursuant to this Section 5.2(c), the Company shall pay the amount of such shortfall to the Members (pro rata, in accordance with the amount of any such shortfall then owning to such Members) as promptly thereafter as such funds become available. If with respect to any taxable year, the aggregate amount of distributions made to a Member under this Section 5.2(c) is in excess of the amount that would result from the application of this Section 5.2(c) to the entire taxable year, then the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future distributions made with respect to such Member pursuant to this Section 5.2(c), but shall not reduce Tax Distributions made to a Member to provide such Member with its pro rata Percentage Interest of Tax Distributions. (d) Notwithstanding the terms of this Section 5.2 and any other provision of this Agreement, (i) the Company shall not make any distribution to any Member on account of its Membership Interests to the extent such distribution would violate the Act, other applicable Law or an Order, and (ii) a Member may direct the payment of part or all of any distribution to another Person by providing written notice of such direction to the Company.

Distributions Generally. Distributions (other than Liquidating Distributions) shall be made if, when and as declared by the Board to the Holders, and shall be made only in (and any determination of the value or price of Units in shall reflect and give effect to) the following proportions: (a) Except as otherwise provided herein and subject an amount equal to Section 5.2(b), Section 5.2(c), and the Act, no later than seventy-five (75) days after the end of each fiscal quarter, the Company shall make distributions in cash of all its Available Cash in respect Class A Portion of such fiscal quarter. The Company may make such other more frequent distributions (including interim distributions) at such times and Distribution to the Holders of Class A Units, in such amounts as the Board may determine.proportions set forth in Exhibit A, (b) Except as otherwise provided herein, all distributions shall be paid an amount equal to the Members only in cash and in Class B Portion of such Distribution to the same proportion as their respective Percentage Interest; provided, thatHolders of Class B Units, in the case of distributions to be paid proportions, orders and priorities set forth in respect of any period during which the Percentage Interest of the Members changed, such distributions shall be prorated to reflect the Percentage Interest of the Members on each day of such measurement period, and the Company and the Members shall take such action as necessary to effectuate such proration.Exhibit B, (c) With respect to each taxable year, at such times necessary to allow the Members to timely satisfy all of their U.S. federal, state and local and non-U.S. tax liabilities, prior to any distributions pursuant to Section 5.2(a) and subject to Available Cash and any restrictions contained in any loan agreement or other contract to which the Company is a party or by which it is bound, the Company shall make cash distributions (“Tax Distributions”) to each Member an amount equal to the Class C Portion of such Member’s quarterly Assumed Tax Liability determined based on the Board’s good faith estimate of the projected Profits for such taxable year; provided, however, that Distribution to the extent Holders of Class C Units, in the proportions, orders and priorities set forth in Exhibit C, and (d) an amount equal to the Incentive Portion of such Distribution to the Holders of Vested Incentive Units, ratably among such Holders based upon the number of Vested Incentive Units held thereby; provided that the Holders of Vested Incentive Units with a Member would otherwise particular Participation Threshold shall be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to amounts under this Section 5.2(c4.2(d) on any given date, then the Tax Distributions to (and such Member shall be increased, as necessary, to ensure that all such Tax Distributions made pursuant to this Section 5.2(c) are made pro rata in accordance with the Members’ respective Percentage Interests. The Company and the Board shall not have any liability to any Member for penalties arising from non-payment or incorrect estimates of such Member’s estimated tax payments. Any distributions made pursuant to this Section 5.2(c) Vested Incentive Units shall be treated as outstanding for purposes of determining each holder’s ratable share of such amounts under this Agreement as having Section 4.2(d)), if ever, only to the extent that a cumulative amount has been distributed pursuant to Section 5.2(a4.2(a), Section 4.2(b), Section 4.2(c) and (with respect to Vested Incentive Units with lower Participation Thresholds) this Section 4.2(d), from and after the date such Incentive Unit has been issued, equal to the Participation Threshold of such Incentive Unit (and, for the avoidance of doubt, if such cumulative amount has been so-distributed, such Incentive Units shall reduce, dollar-for-dollaronly be entitled to share in Distributions to the extent exceeding its Participation Threshold). Notwithstanding the foregoing, the amount portion of any Distribution (for avoidance of doubt, not including any Liquidating Distribution to the extent any Unvested Incentive Unit would not become a Vested Incentive Unit immediately prior to consummation of the corresponding Liquidity Event) that otherwise distributable would be made with respect to such Member any Unvested Incentive Unit pursuant to Section 5.2(a4.2(d) (if such Unvested Incentive Unit were vested) shall be treated as distributed for purposes of Section 4.2(d) but shall be held in reserve by Holdings LLC or its Subsidiaries (the “Reserve Amount”) until such Unvested Incentive Unit either (i) vests (unless a later time is expressly specified in any applicable Incentive Agreement). To , in which case the extent the Company does not have sufficient funds and thereby is unable Reserve Amount attributable to pay such Unit shall be distributed to the Members the full amount of any Tax Distribution otherwise payable pursuant to this Section 5.2(c), the Company shall pay the amount Holder of such shortfall Unit, or (ii) expires or is forfeited, cancelled, repurchased or otherwise acquired by Holdings LLC or its Subsidiaries, in which case the Reserve Amount attributable to such Unit shall be re-distributed among the Members (pro rata, Holders of Units in accordance with the amount of any such shortfall then owning to such Members) as promptly thereafter as such funds become available. If with respect to any taxable yearproportions, the aggregate amount of distributions made to a Member under this Section 5.2(c) is in excess of the amount that would result from the application orders and priorities of this Section 5.2(c) to the entire taxable year, then the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future distributions made with respect to such Member pursuant to this Section 5.2(c), but shall not reduce Tax Distributions made to a Member to provide such Member with its pro rata Percentage Interest of Tax Distributions4.2. (d) Notwithstanding the terms of this Section 5.2 and any other provision of this Agreement, (i) the Company shall not make any distribution to any Member on account of its Membership Interests to the extent such distribution would violate the Act, other applicable Law or an Order, and (ii) a Member may direct the payment of part or all of any distribution to another Person by providing written notice of such direction to the Company.

Distributions Generally. (a) Except as otherwise provided herein set forth in this Section 4.1, and subject to the provisions of Section 5.2(b), Section 5.2(c), and 18-607 of the Delaware Act, no later than seventy-five (75) days after the end of each fiscal quarter, the Company shall make distributions in cash of all its Available Cash in respect of such fiscal quarter. The Company may make such other more frequent distributions (including interim distributions) at such times and in such amounts as the Board may determinein its sole discretion make Distributions at any time and from time to time. All Distributions (other than Tax Distributions) shall be made only in the following order and priority (and with respect to each time Distributions are being made, no Distributions shall be made pursuant to any subsequent clause of the following until all Distributions under prior clauses have been fully paid): (i) First, to the Unitholders holding Class A Units, an amount equal to the aggregate Class A Unpaid Yield on such Unitholders’ outstanding Class A Units as of the time of such Distribution (distributed among such Unitholders based on the proportion that each Unitholder’s share of Class A Unpaid Yield bears to the aggregate Class A Unpaid Yield) until the entire amount of the Class A Unpaid Yield on the outstanding Class A Units as of the time of such Distribution has been paid in full. (bii) Except as otherwise provided hereinSecond, all distributions shall be paid to the Members only in cash and in Unitholders holding Class A Units, an amount equal to the same aggregate Class A Unreturned Capital with respect to such Unitholders’ Class A Units held as of the time of such Distribution (distributed among such Unitholders based on the proportion that each such Unitholder’s share of Class A Unreturned Capital bears to the aggregate amount of Class A Unreturned Capital), until the entire amount of Class A Unreturned Capital with respect to the outstanding Class A Units as their respective Percentage Interest; provided, that, in of the case time of distributions to be such Distribution has been paid in respect of any period during which the Percentage Interest of the Members changed, such distributions shall be prorated to reflect the Percentage Interest of the Members on each day of such measurement period, and the Company and the Members shall take such action as necessary to effectuate such prorationfull. (ciii) With respect Third, to each taxable yearthe Unitholders holding Class B Units, at such times necessary to allow the Members to timely satisfy all of their U.S. federal, state and local and non-U.S. tax liabilities, prior to any distributions pursuant to Section 5.2(a) and subject to Available Cash and any restrictions contained in any loan agreement or other contract to which the Company is a party or by which it is bound, the Company shall make cash distributions (“Tax Distributions”) to each Member an amount equal to the aggregate Class B Unpaid Yield on such Member’s quarterly Assumed Tax Liability determined Unitholders’ outstanding Class B Units as of the time of such Distribution (distributed among such Unitholders based on the Boardproportion that each Unitholder’s good faith estimate share of Class B Unpaid Yield bears to the aggregate Class B Unpaid Yield) until the entire amount of the projected Profits for Class B Unpaid Yield on the outstanding Class B Units as of the time of such taxable year; Distribution has been paid in full. (iv) Fourth, to the Unitholders holding Class B Units, an amount equal to the aggregate Class B Unreturned Capital with respect to such Unitholders’ Class B Units held as of the time of such Distribution (distributed among such Unitholders based on the proportion that each such Unitholder’s share of Class B Unreturned Capital bears to the aggregate amount of Class B Unreturned Capital), until the entire amount of Class B Unreturned Capital with respect to the outstanding Class B Units as of the time of such Distribution has been paid in full. (A) Thereafter, subject to the provisos in clauses (B) and (C) immediately below, to the Unitholders holding Class C Units or Class D Units, distributed among such Unitholders in proportion to the number of Class C Units and Class D Units held by each such Unitholder; (B) provided, however, that notwithstanding anything to the contrary in Section 4.1(a)(v)(A), no Distribution shall be made to a Unitholder pursuant to Section 4.1(a)(v)(A) or Section 13.2 with respect to any Management Incentive Unit with a Participation Threshold until the aggregate Distributions made to all Unitholders pursuant to Section 4.1(a) and Section 13.2 from the date of issuance of such Management Incentive Unit is equal to or greater than such Participation Threshold of such Management Incentive Unit. An amount equal to the amount of any reduction in Distributions to a Management Incentive Unitholder resulting from the application of the foregoing sentence (i.e., the incremental amount that such Management Incentive Unitholder would have otherwise been distributed) shall be distributed, in accordance with Section 4.1(a)(v)(A) to the other Unitholders in respect of (i) Class C Units, (ii) Class D Units with no Participation Threshold and (iii) Management Incentive Units with Participation Thresholds lower than that of the Management Incentive Unit(s) with respect to which the Management Incentive Unitholder’s Distributions were reduced and to the extent a Member such Management Incentive Unitholder would otherwise be entitled to receive less than its Percentage Interest participate in such Distribution pursuant to the application of the aggregate Tax first sentence of this Section 4.1(a)(v)(B). Distributions pursuant to Section 4.1(a)(v)(A) shall be paid made after taking into account and applying the principles set forth in this Section 4.1(a)(v)(B); provided, that the Board may determine to amend this Agreement in accordance with Section 15.2 in order to make such changes to this Agreement as the Board determines in its reasonable discretion is necessary to reflect the principles set forth in this Section 4.1(a)(v)(B); and (C) provided further, however, that, notwithstanding the foregoing, the portion of any Distribution that would otherwise be made with respect to any unvested Residual Unit pursuant to this Section 5.2(c4.1(a)(v) on any given date(x) except as provided in clause (y) below, then shall be held in reserve by the Tax Distributions LLC or one of its Subsidiaries (the “Reserve Amount”) (but treated as Distributed for purposes of this Agreement) until such unvested Residual Unit either (I) vests, in which case the Reserve Amount attributable to such Member Unit shall be increaseddistributed to the Unitholder holding such Unit, as necessaryor (II) is cancelled, forfeited, repurchased or otherwise acquired by the LLC or any of its Subsidiaries, in which case the Reserve Amount attributable to ensure that all such Tax Distributions made Unit shall be distributed among the Unitholders holding Residual Units pursuant to this Section 5.2(c4.1(a)(v) are made pro rata in accordance with (but subject to the Members’ respective Percentage Interests. The Company and the Board shall not have any liability to any Member for penalties arising from non-payment or incorrect estimates of such Member’s estimated tax payments. Any distributions made pursuant to this Section 5.2(c) shall be treated for purposes holdback terms of this Agreement as having been distributed pursuant to Section 5.2(a) and shall reduce, dollar-for-dollar, the amount otherwise distributable to such Member pursuant to Section 5.2(a). To the extent the Company does not have sufficient funds and thereby is unable to pay to the Members the full amount of any Tax Distribution otherwise payable pursuant to this Section 5.2(c), the Company shall pay the amount of such shortfall to the Members (pro rata, in accordance with the amount of any such shortfall then owning to such Members) as promptly thereafter as such funds become available. If proviso with respect to any taxable year, unvested Residual Units) and (y) in connection with any liquidating distribution shall equal the aggregate amount of distributions made to a Member under this Section 5.2(c) is in excess lesser of the amount that would result from the application of this Section 5.2(c) to the entire taxable year, then the amount holder of such excess shall be treated as an advance against, Residual Unit would have received if such Residual Unit were vested and shall reduce the amount of, any future distributions made holder’s Capital Contribution with respect to such Member pursuant to this Section 5.2(c), but shall not reduce Tax Distributions made to a Member to provide such Member with its pro rata Percentage Interest of Tax Distributionsunvested Residual Unit. (d) Notwithstanding the terms of this Section 5.2 and any other provision of this Agreement, (i) the Company shall not make any distribution to any Member on account of its Membership Interests to the extent such distribution would violate the Act, other applicable Law or an Order, and (ii) a Member may direct the payment of part or all of any distribution to another Person by providing written notice of such direction to the Company.

Distributions Generally. (a) Except as otherwise provided herein set forth in this SECTION 4.1, and subject to the provisions of Section 5.2(b18-607 of the Delaware Act, the Board may in its sole discretion make Distributions at any time or from time to time. All Distributions shall be made only in the following order and priority: (i) FIRST, (subject to the right to Distributions in respect of the GTCR Threshold), Section 5.2(c)to the Unitholders holding Senior Preferred Units, and an amount equal to the Act, no later than seventy-five aggregate Senior Preferred Unpaid Yield (75in the proportion that each Unitholder's share of Senior Preferred Unpaid Yield bears to the aggregate Senior Preferred Unpaid Yield) days after the end of until each fiscal quarter, the Company shall make distributions in cash of all its Available Cash such Unitholder has received Distributions in respect of such fiscal quarter. The Company Unitholder's Senior Preferred Units in an amount equal to the aggregate Senior Preferred Unpaid Yield on such Unitholder's outstanding Senior Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may make be made pursuant to SECTIONS 4.1(a)(II) through (VII) below until the entire amount of the Senior Preferred Unpaid Yield on the outstanding Senior Preferred Units as of the time of such other more frequent distributions (including interim distributions) at such times and Distribution has been paid in such amounts as the Board may determinefull. (bii) Except as otherwise provided hereinSECOND, all distributions shall be paid (subject to the Members only in cash and in the same proportion as their respective Percentage Interest; provided, that, in the case of distributions right to be paid Distributions in respect of any period during which the Percentage Interest of GTCR Threshold), to the Members changedUnitholders holding Senior Preferred Units, such distributions shall be prorated to reflect the Percentage Interest of the Members on each day of such measurement period, and the Company and the Members shall take such action as necessary to effectuate such proration. (c) With respect to each taxable year, at such times necessary to allow the Members to timely satisfy all of their U.S. federal, state and local and non-U.S. tax liabilities, prior to any distributions pursuant to Section 5.2(a) and subject to Available Cash and any restrictions contained in any loan agreement or other contract to which the Company is a party or by which it is bound, the Company shall make cash distributions (“Tax Distributions”) to each Member an amount equal to such Member’s quarterly Assumed Tax Liability determined based on the Board’s good faith estimate of the projected Profits for such taxable year; provided, however, that to the extent a Member would otherwise be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 5.2(c) on any given date, then the Tax Distributions to such Member shall be increased, as necessary, to ensure that all such Tax Distributions made pursuant to this Section 5.2(c) are made pro rata in accordance with the Members’ respective Percentage Interests. The Company and the Board shall not have any liability to any Member for penalties arising from non-payment or incorrect estimates of such Member’s estimated tax payments. Any distributions made pursuant to this Section 5.2(c) shall be treated for purposes of this Agreement as having been distributed pursuant to Section 5.2(a) and shall reduce, dollar-for-dollar, the amount otherwise distributable to such Member pursuant to Section 5.2(a). To the extent the Company does not have sufficient funds and thereby is unable to pay to the Members the full amount of any Tax Distribution otherwise payable pursuant to this Section 5.2(c), the Company shall pay the amount of such shortfall to the Members (pro rata, in accordance with the amount of any such shortfall then owning to such Members) as promptly thereafter as such funds become available. If Senior Preferred Unreturned Capital with respect to any taxable year, such Units (in the proportion that each Unitholder's share of Senior Preferred Unreturned Capital with respect to such Senior Preferred Units bears to the aggregate amount of distributions made Senior Preferred Unreturned Capital with respect to a Member under this Section 5.2(call Senior Preferred Units) is until each such Unitholder has received Distributions in excess respect of the such Unitholder's Senior Preferred Units in an amount that would result from the application of this Section 5.2(c) equal to the entire taxable year, then the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future distributions made aggregate Senior Preferred Unreturned Capital with respect to such Member Unitholder's Senior Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to this Section 5.2(c), but shall not reduce Tax Distributions made SECTIONS 4.1(a)(III) through (VII) below until the entire amount of Senior Preferred Unreturned Capital with respect to a Member to provide the outstanding Senior Preferred Units as of the time of such Member with its pro rata Percentage Interest of Tax DistributionsDistribution has been paid in full. (diii) Notwithstanding the terms of this Section 5.2 and any other provision of this AgreementTHIRD, (i) the Company shall not make any distribution to any Member on account of its Membership Interests to the extent Unitholders holding Class A Preferred Units, an amount equal to the aggregate Class A Unpaid Yield (in the proportion that each Unitholder's share of Class A Unpaid Yield bears to the aggregate Class A Unpaid Yield) until each such distribution would violate Unitholder has received Distributions in respect of such Unitholder's Class A Preferred Units in an amount equal to the Act, other applicable Law or an Orderaggregate Class A Unpaid Yield on such Unitholder's outstanding Class A Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to SECTIONS 4.1(a)(IV) through (iiVII) a Member may direct below until the payment entire amount of part or all the Class A Unpaid Yield on the outstanding Class A Preferred Units as of any distribution to another Person by providing written notice the time of such direction Distribution has been paid in full. (iv) FOURTH, to the CompanyUnitholders holding Class A Preferred Units, an amount equal to the aggregate Class A Unreturned Capital with respect to such Units (in the proportion that each Unitholder's share of Class A Unreturned Capital with respect to such Class A Preferred Units bears to the aggregate amount of Class A Unreturned Capital with respect to all Class A Preferred Units) until each such Unitholder has received Distributions in respect of such Unitholder's Class A Preferred Units in an amount equal to the aggregate Class A Unreturned Capital with respect to such Unitholder's Class A Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to SECTIONS 4.1(a)(v) through (VII) below until the entire amount of Class A Unreturned Capital with respect to the outstanding Class A Preferred Units as of the time of such Distribution has been paid in full. (v) FIFTH, to the Unitholders holding Class B Preferred Units, an amount equal to the aggregate Class B Unpaid Yield (in the proportion that each Unitholder's share of Class B Unpaid Yield bears to the aggregate Class B Unpaid Yield) until each such Unitholder has received Distributions in respect of such Unitholder's Class B Preferred Units in an amount equal to the aggregate Class B Unpaid Yield on such Unitholder's outstanding Class B Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to SECTIONS 4.1(a)(VI) or (VII) below until the entire amount of the Class B Unpaid Yield on the outstanding Class B Preferred Units as of the time of such Distribution has been paid in full. (vi) SIXTH, to the Unitholders holding Class B Preferred Units, an amount equal to the aggregate Class B Unreturned Capital with respect to such Units (in the proportion that each Unitholder's share of Class B Unreturned Capital with respect to such Class B Preferred Units bears to the aggregate amount of Class B Unreturned Capital with respect to all Class B Preferred Units) until each such Unitholder has received Distributions in respect of such Unitholder's Class B Preferred Units in an amount equal to the aggregate Class B Unreturned Capital with respect to such Unitholder's Class B Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to SECTION 4.1(a)(VII) below until the entire amount of Class B Unreturned Capital with respect to the outstanding Class B Preferred Units as of the time of such Distribution has been paid in full. (vii) SEVENTH, all remaining amounts shall be distributed to the Unitholders holding Common Units, pro-rata according to such holders' ownership of Common Units immediately prior to such Distribution.

Distributions Generally. Except with respect to Tax Distributions, Distributable Cash shall initially be made by the Company to the Members in the following order and priority: (a) Except as otherwise provided herein and subject First, to the holders of the Series B Preferred pro rata until the cumulative amount distributed to the holders of the Series B Preferred pursuant to this Section 5.2(b)6.2(a) is sufficient to provide such holders with an internal rate of return equal to 7% per annum, Section 5.2(c)compounded annually, and on the Act, no later than seventy-five aggregate Unreturned Capital Contributions of the holders of the Series B Preferred (75) days after computed from the end of each fiscal quarter, the Company shall make distributions in cash of all its Available Cash in respect date of such fiscal quarter. The Company may make such other more frequent Capital Contributions until the date distributions (including interim distributions) at such times and in such amounts as the Board may determine.are made); (b) Except as otherwise provided hereinSecond, all distributions shall be paid to the Members only in cash and in the same proportion as their respective Percentage Interest; provided, that, in the case of distributions to be paid in respect of any period during which the Percentage Interest holders of the Members changedSeries B Preferred, such distributions shall be prorated to reflect the Percentage Interest of the Members on each day of such measurement period, and the Company and the Members shall take such action as necessary to effectuate such proration. (c) With respect to each taxable year, at such times necessary to allow the Members to timely satisfy all of their U.S. federal, state and local and non-U.S. tax liabilities, prior to any distributions pursuant to Section 5.2(a) and subject to Available Cash and any restrictions contained in any loan agreement or other contract to which the Company is a party or by which it is bound, the Company shall make cash distributions (“Tax Distributions”) to each Member equal to such Member’s quarterly Assumed Tax Liability determined based on the Board’s good faith estimate of the projected Profits for such taxable year; provided, however, that to the extent a Member would otherwise be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 5.2(c) on any given date, then the Tax Distributions to such Member shall be increased, as necessary, to ensure that all such Tax Distributions made pursuant to this Section 5.2(c) are made pro rata in accordance with the Members’ respective Percentage Interests. The Company and the Board shall not have any liability to any Member for penalties arising from non-payment or incorrect estimates Unreturned Capital Contributions of such Member’s estimated tax payments. Any holders, until the Company has made aggregate distributions made pursuant to this Section 5.2(c6.2(b) shall be treated for purposes to the holders of this Agreement as having been distributed pursuant to Section 5.2(a) and shall reduce, dollar-for-dollar, the amount otherwise distributable Series B Preferred equal to such Member pursuant to Section 5.2(a). To the extent the Company does not have sufficient funds and thereby is unable to pay holders’ Unreturned Capital Contributions; (c) Third, to the Members holders of the full Series A Preferred pro rata until the cumulative amount distributed to the holders of any Tax Distribution otherwise payable the Series A Preferred pursuant to this Section 5.2(c)6.2(c) is sufficient to provide such holders with an internal rate of return equal to 7% per annum, compounded annually, on the Company shall pay aggregate Unreturned Capital Contributions of the amount holders of the Series A Preferred (computed from the date of such shortfall Capital Contributions until the date distributions are made); (d) Fourth, to the Members (holders of the Series A Preferred, pro rata, rata in accordance with the amount of any such shortfall then owning to such Members) as promptly thereafter as such funds become available. If with respect to any taxable year, the aggregate amount of distributions made to a Member under this Section 5.2(c) is in excess of the amount that would result from the application of this Section 5.2(c) to the entire taxable year, then the amount respective Unreturned Capital Contributions of such excess shall be treated as an advance againstholders, and shall reduce until the amount of, any future Company has made aggregate distributions made with respect to such Member pursuant to this Section 5.2(c)6.2(d) to the holders of the Series A Preferred equal to such holders’ Unreturned Capital Contributions; (e) thereafter, but shall not reduce Tax Distributions made to a Member to provide such Member with its the holders of the Common Units pro rata Percentage Interest based on their respective holdings of Tax Distributions. Common Units (d) Notwithstanding including in respect of profits interests granted to the terms of this Section 5.2 and any other provision of this AgreementManagement Members, (i) the Company shall whether or not make any distribution to any Member on account of its Membership Interests vested, provided that to the extent such distribution would violate profits interests are not vested, amounts allocated to such interests will be held by the Act, other applicable Law or an Order, and (ii) a Member may direct the payment of part or all of any distribution to another Person by providing written notice of Company until such direction to the Companyinterests are vested).

Distributions Generally. Except as otherwise set forth in this Article IV, and subject to the provisions of Section 18-607 of the Delaware Act, the Board may in its discretion make Distributions at any time or from time to time. All Distributions shall be made only in the following order and priority: (a) Except First, to the Unitholders holding Class S Units, an amount in cash or property equal to the aggregate Class S Unpaid Yield on such Unitholders’ outstanding Class S Units as otherwise provided herein of the time of such Distribution (distributed among such Unitholders based on the proportion that each Unitholder’s share of Class S Unpaid Yield with respect to the outstanding Class S Units held by such Unitholder bears to the aggregate Class S Unpaid Yield with respect to all outstanding Class S Units as of the time of such Distribution) until the aggregate Class S Unpaid Yield on the Unitholders’ Class S Units is zero, and subject no Distribution or any portion thereof may be made pursuant to any of Section 5.2(b4.1(b), Section 5.2(c4.1(c), and Section 4.1(d) or Section 4.1(e) below until the Act, no later than seventy-five (75) days after entire amount of the end Class S Unpaid Yield on the outstanding Class S Units as of each fiscal quarter, the Company shall make distributions in cash of all its Available Cash in respect time of such fiscal quarter. The Company may make such other more frequent distributions (including interim distributions) at such times and Distribution has been paid in such amounts as the Board may determine.full; (b) Except Second, to the Unitholders holding Class S Units, an amount in cash or property equal to the aggregate Class S Unreturned Capital with respect to such Unitholders’ Class S Units held as otherwise provided hereinof the time of such Distribution (distributed among such Unitholders based on the proportion that each such Unitholder’s share of Class S Unreturned Capital bears to the aggregate amount of Class S Unreturned Capital) until the aggregate Class S Unreturned Capital on the Class S Units is zero, all distributions and no Distribution or any portion thereof may be made pursuant to Section 4.1(c), Section 4.1(d) or Section 4.1(e) below until the entire amount of Class S Unreturned Capital with respect to the outstanding Class S Units as of the time of such Distribution has been paid in full (at which time such Class S Unit shall be paid to deemed redeemed and canceled in full without any further action on the Members only in cash and in the same proportion as their respective Percentage Interest; provided, that, in the case of distributions to be paid in respect of any period during which the Percentage Interest part of the Members changed, Company or such distributions shall be prorated to reflect the Percentage Interest of the Members on each day of such measurement period, and the Company and the Members shall take such action as necessary to effectuate such proration.Unitholder); (c) With respect Third, to each taxable yearthe Unitholders holding Class A Units, at such times necessary to allow the Members to timely satisfy all of their U.S. federal, state and local and non-U.S. tax liabilities, prior to any distributions pursuant to Section 5.2(a) and subject to Available Cash and any restrictions contained an amount in any loan agreement cash or other contract to which the Company is a party or by which it is bound, the Company shall make cash distributions (“Tax Distributions”) to each Member property equal to the aggregate Class A Unpaid Yield on such Member’s quarterly Assumed Tax Liability determined Unitholders’ outstanding Class A Units as of the time of such Distribution (distributed among such Unitholders based on the Boardproportion that each Unitholder’s good faith estimate share of Class A Unpaid Yield with respect to the outstanding Class A Units held by such Unitholder bears to the aggregate Class A Unpaid Yield with respect to all outstanding Class A Units as of the projected Profits for time of such taxable year; provided, however, that to the extent a Member would otherwise be entitled to receive less than its Percentage Interest of Distribution) until the aggregate Tax Distributions to Class A Unpaid Yield on the Unitholders’ Class A Units is zero, and no Distribution or any portion thereof may be paid pursuant to this Section 5.2(c) on any given date, then the Tax Distributions to such Member shall be increased, as necessary, to ensure that all such Tax Distributions made pursuant to this any of Section 5.2(c4.1(d) are made pro rata in accordance with or Section 4.1(e) below until the Members’ respective Percentage Interests. The Company and entire amount of the Board shall not have any liability to any Member for penalties arising from non-payment or incorrect estimates Class A Unpaid Yield on the outstanding Class A Units as of the time of such Member’s estimated tax payments. Any distributions made pursuant to this Section 5.2(cDistribution has been paid in full; (d) shall be treated for purposes of this Agreement as having been distributed pursuant to Section 5.2(a) and shall reduceFourth, dollar-for-dollar, the amount otherwise distributable to such Member pursuant to Section 5.2(a). To the extent the Company does not have sufficient funds and thereby is unable to pay to the Members the full Unitholders holding Class A Units, an amount of any Tax Distribution otherwise payable pursuant to this Section 5.2(c), the Company shall pay the amount of such shortfall in cash or property equal to the Members (pro rata, in accordance with the amount of any such shortfall then owning to such Members) as promptly thereafter as such funds become available. If aggregate Class A Unreturned Capital with respect to any taxable year, such Unitholders’ Class A Units held as of the time of such Distribution (distributed among such Unitholders based on the proportion that each such Unitholder’s share of Class A Unreturned Capital bears to the aggregate amount of distributions Class A Unreturned Capital) until the aggregate Class A Unreturned Capital on the Class A Units is zero, and no Distribution or any portion thereof may be made pursuant to a Member under this Section 5.2(c4.1(e) is in excess of the amount that would result from the application of this Section 5.2(c) to below until the entire taxable year, then the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future distributions made Class A Unreturned Capital with respect to the outstanding Class A Units as of the time of such Member pursuant Distribution has been paid in full (at which time such Class A Unit shall be deemed redeemed and canceled in full without any further action on the part of the Company or such Unitholder); and (e) Fifth, to this Section 5.2(c)the holders Class B Units, but shall not reduce Tax Distributions made to a Member to provide such Member with its any remaining amounts, distributed pro rata Percentage Interest among such holders of Tax Distributions. (d) Notwithstanding Class B Units based on the terms outstanding Class B Units held as of this Section 5.2 and any other provision of this Agreement, (i) the Company shall not make any distribution to any Member on account of its Membership Interests to the extent such distribution would violate the Act, other applicable Law or an Order, and (ii) a Member may direct the payment of part or all of any distribution to another Person by providing written notice time of such direction to the CompanyDistribution.

Distributions Generally. (a) Except as otherwise provided herein set forth in this Section 4.1, and subject to the provisions of Section 5.2(b), Section 5.2(c), and 18-607 of the Delaware Act, no later than seventy-five (75) days after the end of each fiscal quarter, the Company shall make distributions in cash of all its Available Cash in respect of such fiscal quarter. The Company may make such other more frequent distributions (including interim distributions) at such times and in such amounts as the Board may determine.in its sole discretion, subject to Section 4.1(e) herein, make Distributions at any time or from time to time. All Distributions, other than Tax Distributions (which are addressed separately in Section 4.1(b)), shall be made only in the following order and priority: (bi) Except as otherwise provided hereinfirst, all distributions shall be paid to the Members only in cash and Unitholders holding Class A Preferred Units (in the same proportion as their respective Percentage Interest; provided, that, in the case that each Unitholder’s share of distributions Class A Preferred Unpaid Yield bears to be paid in respect of any period during which the Percentage Interest of the Members changed, such distributions shall be prorated to reflect the Percentage Interest of the Members on each day of such measurement period, and the Company and the Members shall take such action as necessary to effectuate such proration. (c) With respect to each taxable year, at such times necessary to allow the Members to timely satisfy all of their U.S. federal, state and local and non-U.S. tax liabilities, prior to any distributions pursuant to Section 5.2(a) and subject to Available Cash and any restrictions contained in any loan agreement or other contract to which the Company is a party or by which it is bound, the Company shall make cash distributions (“Tax Distributions”) to each Member equal to such Member’s quarterly Assumed Tax Liability determined based on the Board’s good faith estimate of the projected Profits for such taxable year; provided, however, that to the extent a Member would otherwise be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 5.2(c) on any given date, then the Tax Distributions to such Member shall be increased, as necessary, to ensure that all such Tax Distributions made pursuant to this Section 5.2(c) are made pro rata in accordance with the Members’ respective Percentage Interests. The Company and the Board shall not have any liability to any Member for penalties arising from non-payment or incorrect estimates of such Member’s estimated tax payments. Any distributions made pursuant to this Section 5.2(c) shall be treated for purposes of this Agreement as having been distributed pursuant to Section 5.2(a) and shall reduce, dollar-for-dollar, the amount otherwise distributable to such Member pursuant to Section 5.2(a). To the extent the Company does not have sufficient funds and thereby is unable to pay to the Members the full amount of any Tax Distribution otherwise payable pursuant to this Section 5.2(c), the Company shall pay the amount of such shortfall to the Members (pro rata, in accordance with the amount of any such shortfall then owning to such Members) as promptly thereafter as such funds become available. If with respect to any taxable year, the aggregate amount of distributions made to a Member under this Section 5.2(c) is in excess Class A Preferred Unpaid Yield), until the Class A Preferred Unpaid Yield on each such Unitholder’s outstanding Class A Preferred Units as of the amount that would result from the application time of this Section 5.2(csuch Distribution is reduced to zero; (ii) second, to the entire taxable year, then Unitholders holding Class A Preferred Units (in the amount proportion that each Unitholder’s share of such excess shall be treated as an advance against, and shall reduce the amount of, any future distributions made Class A Preferred Unreturned Capital with respect to such Member pursuant Class A Preferred Units bears to this Section 5.2(cthe aggregate amount of Class A Preferred Unreturned Capital with respect to all Class A Preferred Units), but shall not reduce Tax Distributions made until the Class A Preferred Unreturned Capital with respect to a Member each such Unitholder’s outstanding Class A Preferred Units as of the time of such Distribution is reduced to provide such Member with its pro rata Percentage Interest of Tax Distributions.zero; (diii) Notwithstanding the terms of this Section 5.2 and any other provision of this Agreementthird, (i) the Company shall not make any distribution to any Member on account of its Membership Interests to the extent Unitholders holding Class B Preferred Units (in the proportion that each Unitholder’s share of Class B Preferred Unpaid Yield bears to the aggregate amount of Class B Preferred Unpaid Yield), until the Class B Preferred Unpaid Yield on each such distribution would violate Unitholder’s outstanding Class B Preferred Units as of the Acttime of such Distribution is reduced to zero; (iv) fourth, other applicable Law or to the Unitholders holding Class B Preferred Units (in the proportion that each Unitholder’s share of Class B Preferred Unreturned Capital with respect to such Class B Preferred Units bears to the aggregate amount of Class B Preferred Unreturned Capital with respect to all Class B Preferred Units), until the Class B Preferred Unreturned Capital with respect to each such Unitholder’s outstanding Class B Preferred Units as of the time of such Distribution is reduced to zero; and (v) fifth, to the holders of the Participating Common Units, the remainder of such Distribution, if any, as follows: (x) with respect to each Class A Common Unit, an Orderamount equal to the amount determined by dividing the Gross-Up Amount by the number of Participating Common Units, and (iiy) a Member may direct with respect to each Participating Class B Common Unit, an amount equal to (A) the payment of part or all of any distribution to another Person by providing written notice of such direction amount determined pursuant to the Companyforegoing clause (x) less (B) the Participation Threshold with respect to such Participating Class B Common Unit.

Distributions Generally. (a) Except as otherwise provided herein set forth in this Section 4.1, and subject to the provisions of Section 5.2(b), 6.7 of this Agreement and Section 5.2(c), and 18-607 of the Delaware Act, no later than seventy-five the Board may in its sole discretion make Distributions at any time or from time to time. All Distributions shall be made only in the following order and priority: (75i) days after First, to the end Unitholders holding Class B Preferred Units, an amount equal to the aggregate Class B Unreturned Liquidation Preference with respect to such Units (in the proportion that each Unitholder’s share of Class B Unreturned Liquidation Preference with respect to such Unitholder’s Class B Preferred Units bears to the aggregate amount of Class B Unreturned Liquidation Preference with respect to all Class B Preferred Units) until each fiscal quarter, the Company shall make distributions in cash of all its Available Cash such Unitholder has received Distributions in respect of such fiscal quarter. The Company Unitholder’s Class B Preferred Units in an amount equal to the aggregate Class B Unreturned Liquidation Preference with respect to such Unitholder’s Class B Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may make be made pursuant to Sections 4.1(a)(ii) — (iv) below until the entire amount of Class B Unreturned Liquidation Preference with respect to the outstanding Class B Preferred Units as of the time of such other more frequent distributions (including interim distributions) at such times and Distribution has been paid in such amounts as the Board may determinefull. (bii) Except as otherwise provided hereinSecond, all distributions shall be paid to the Members only in cash and Unitholders holding Class A Preferred Units, an amount equal to the aggregate Class A Unpaid Yield (in the same proportion as their respective Percentage Interest; provided, that, in that each Unitholder’s share of Class A Unpaid Yield bears to the case of distributions to be paid aggregate Class A Unpaid Yield) until each such Unitholder has received Distributions in respect of any period during which such Unitholder’s Class A Preferred Units in an amount equal to the Percentage Interest aggregate Class A Unpaid Yield on such Unitholder’s outstanding Class A Preferred Units as of the Members changedtime of such Distribution, such distributions shall and no Distribution or any portion thereof may be prorated made pursuant to reflect Sections 4.1(a)(iii) or (iv) below until the Percentage Interest entire amount of the Members Class A Unpaid Yield on each day the outstanding Class A Preferred Units as of the time of such measurement period, and the Company and the Members shall take such action as necessary to effectuate such prorationDistribution has been paid in full. (ciii) With respect Third, to each taxable yearthe Unitholders holding Class A Preferred Units, at such times necessary to allow the Members to timely satisfy all of their U.S. federal, state and local and non-U.S. tax liabilities, prior to any distributions pursuant to Section 5.2(a) and subject to Available Cash and any restrictions contained in any loan agreement or other contract to which the Company is a party or by which it is bound, the Company shall make cash distributions (“Tax Distributions”) to each Member an amount equal to such Member’s quarterly Assumed Tax Liability determined based on the Board’s good faith estimate of the projected Profits for such taxable year; provided, however, that to the extent a Member would otherwise be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 5.2(c) on any given date, then the Tax Distributions to such Member shall be increased, as necessary, to ensure that all such Tax Distributions made pursuant to this Section 5.2(c) are made pro rata in accordance with the Members’ respective Percentage Interests. The Company and the Board shall not have any liability to any Member for penalties arising from non-payment or incorrect estimates of such Member’s estimated tax payments. Any distributions made pursuant to this Section 5.2(c) shall be treated for purposes of this Agreement as having been distributed pursuant to Section 5.2(a) and shall reduce, dollar-for-dollar, the amount otherwise distributable to such Member pursuant to Section 5.2(a). To the extent the Company does not have sufficient funds and thereby is unable to pay to the Members the full amount of any Tax Distribution otherwise payable pursuant to this Section 5.2(c), the Company shall pay the amount of such shortfall to the Members (pro rata, in accordance with the amount of any such shortfall then owning to such Members) as promptly thereafter as such funds become available. If Class A Unreturned Capital with respect to any taxable year, such Units (in the proportion that each Unitholder’s share of Class A Unreturned Capital with respect to such Class A Preferred Units bears to the aggregate amount of distributions made Class A Unreturned Capital with respect to a Member under this Section 5.2(call Class A Preferred Units) is until each such Unitholder has received Distributions in excess respect of the such Unitholder’s Class A Preferred Units in an amount that would result from the application of this Section 5.2(c) equal to the entire taxable year, then the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future distributions made aggregate Class A Unreturned Capital with respect to such Member Unitholder’s Class A Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to this Section 5.2(c), but shall not reduce Tax Distributions made 4.1(a)(iv) below until the entire amount of Class A Unreturned Capital with respect to a Member to provide the outstanding Class A Preferred Units as of the time of such Member with its pro rata Percentage Interest of Tax DistributionsDistribution has been paid in full. (div) Notwithstanding the terms of this Section 5.2 and any other provision of this AgreementFourth, (i) the Company all remaining amounts shall not make any distribution to any Member on account of its Membership Interests be distributed to the extent Unitholders holding Common Units, pro-rata according to such distribution would violate the Act, other applicable Law or an Order, and (ii) a Member may direct the payment holders’ ownership of part or all of any distribution Common Units immediately prior to another Person by providing written notice of such direction to the CompanyDistribution.

Distributions Generally. (a) Except as otherwise provided herein set forth in this SECTION 4.1, and subject to the provisions of Section 5.2(b), Section 5.2(c), and 18-607 of the Delaware Act, no later than seventy-five the Board may in its sole discretion make Distributions at any time or from time to time. All Distributions shall be made only in the following order and priority: (75i) days after FIRST, to the end Unitholders holding Class A Preferred Units, an amount equal to the aggregate Class A Unpaid Yield (in the proportion that each Unitholder's share of Class A Unpaid Yield bears to the aggregate Class A Unpaid Yield) until each fiscal quarter, the Company shall make distributions in cash of all its Available Cash such Unitholder has received Distributions in respect of such fiscal quarter. The Company Unitholder's Class A Preferred Units in an amount equal to the aggregate Class A Unpaid Yield on such Unitholder's outstanding Class A Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may make be made pursuant to SECTIONS 4.1(a)(ii) through (v) below until the entire amount of the Class A Unpaid Yield on the outstanding Class A Preferred Units as of the time of such other more frequent distributions (including interim distributions) at such times and Distribution has been paid in such amounts as the Board may determinefull. (bii) Except as otherwise provided hereinSECOND, all distributions shall be paid to the Members only in cash and in the same proportion as their respective Percentage Interest; providedUnitholders holding Class A Preferred Units, that, in the case of distributions to be paid in respect of any period during which the Percentage Interest of the Members changed, such distributions shall be prorated to reflect the Percentage Interest of the Members on each day of such measurement period, and the Company and the Members shall take such action as necessary to effectuate such proration. (c) With respect to each taxable year, at such times necessary to allow the Members to timely satisfy all of their U.S. federal, state and local and non-U.S. tax liabilities, prior to any distributions pursuant to Section 5.2(a) and subject to Available Cash and any restrictions contained in any loan agreement or other contract to which the Company is a party or by which it is bound, the Company shall make cash distributions (“Tax Distributions”) to each Member an amount equal to such Member’s quarterly Assumed Tax Liability determined based on the Board’s good faith estimate of the projected Profits for such taxable year; provided, however, that to the extent a Member would otherwise be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 5.2(c) on any given date, then the Tax Distributions to such Member shall be increased, as necessary, to ensure that all such Tax Distributions made pursuant to this Section 5.2(c) are made pro rata in accordance with the Members’ respective Percentage Interests. The Company and the Board shall not have any liability to any Member for penalties arising from non-payment or incorrect estimates of such Member’s estimated tax payments. Any distributions made pursuant to this Section 5.2(c) shall be treated for purposes of this Agreement as having been distributed pursuant to Section 5.2(a) and shall reduce, dollar-for-dollar, the amount otherwise distributable to such Member pursuant to Section 5.2(a). To the extent the Company does not have sufficient funds and thereby is unable to pay to the Members the full amount of any Tax Distribution otherwise payable pursuant to this Section 5.2(c), the Company shall pay the amount of such shortfall to the Members (pro rata, in accordance with the amount of any such shortfall then owning to such Members) as promptly thereafter as such funds become available. If Class A Unreturned Capital with respect to any taxable year, such Units (in the proportion that each Unitholder's share of Class A Unreturned Capital with respect to such Class A Preferred Units bears to the aggregate amount of distributions made Class A Unreturned Capital with respect to a Member under this Section 5.2(call Class A Preferred Units) is until each such Unitholder has received Distributions in excess respect of the such Unitholder's Class A Preferred Units in an amount that would result from the application of this Section 5.2(c) equal to the entire taxable year, then the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future distributions made aggregate Class A Unreturned Capital with respect to such Member Unitholder's Class A Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to this Section 5.2(c), but shall not reduce Tax Distributions made SECTIONS 4.1(a)(iii) through (v) below until the entire amount of Class A Unreturned Capital with respect to a Member to provide the outstanding Class A Preferred Units as of the time of such Member with its pro rata Percentage Interest of Tax DistributionsDistribution has been paid in full. (diii) Notwithstanding the terms of this Section 5.2 and any other provision of this AgreementTHIRD, (i) the Company shall not make any distribution to any Member on account of its Membership Interests to the extent Unitholders holding Class B Preferred Units, an amount equal to the aggregate Class B Unpaid Yield (in the proportion that each Unitholder's share of Class B Unpaid Yield bears to the aggregate Class B Unpaid Yield) until each such distribution would violate Unitholder has received Distributions in respect of such Unitholder's Class B Preferred Units in an amount equal to the Act, other applicable Law or an Orderaggregate Class B Unpaid Yield on such Unitholder's outstanding Class B Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to SECTIONS 4.1(a)(iv) or (iiv) a Member may direct below until the payment entire amount of part or all the Class B Unpaid Yield on the outstanding Class B Preferred Units as of any distribution to another Person by providing written notice the time of such direction Distribution has been paid in full. (iv) FOURTH, to the CompanyUnitholders holding Class B Preferred Units, an amount equal to the aggregate Class B Unreturned Capital with respect to such Units (in the proportion that each Unitholder's share of Class B Unreturned Capital with respect to such Class B Preferred Units bears to the aggregate amount of Class B Unreturned Capital with respect to all Class B Preferred Units) until each such Unitholder has received Distributions in respect of such Unitholder's Class B Preferred Units in an amount equal to the aggregate Class B Unreturned Capital with respect to such Unitholder's Class B Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to SECTION 4.1(a)(v) below until the entire amount of Class B Unreturned Capital with respect to the outstanding Class B Preferred Units as of the time of such Distribution has been paid in full. (v) FIFTH, to the Unitholders holding Common Units, all remaining amounts (pro rata according to their ownership of Common Units immediately prior to such Distribution).

Distributions Generally. (a) Except as otherwise provided herein Subject to the provisions of this ARTICLE VIII, the Board of Directors may, in its discretion, determine the amount of any Proceeds Available for Distribution and subject any Capital Transaction Proceeds and the time when such amounts are to be distributed. Once such determination is made by the Board of Directors, and, in any event, if required pursuant to Section 5.2(b11.03, (i) upon the closing of any Capital Transaction the Company shall promptly distribute such Capital Transaction Proceeds associated with such transaction in accordance with Section 8.01(b), Section 5.2(c), and (ii) upon the Act, no later than seventy-five (75) days after the end closing of each fiscal quartera Change of Control, the Company shall make distributions immediately distribute such proceeds associated with such Change of Control transaction in cash of all its Available Cash accordance with Section 8.01(b), and (iii) upon a dissolution, winding up and liquidation in respect of accordance with Section 11.02, the Company shall immediately distribute such fiscal quarterproceeds associated with such dissolution, winding up and liquidation. The Board of Directors may establish record dates for the purpose of determining the Members of the Company may make such other more frequent distributions (including interim distributions) at such times and in such amounts as the Board may determineentitled to any distribution. (b) Except as otherwise provided herein, all distributions Proceeds Available for Distribution and any Capital Transaction Proceeds shall be paid distributed to the Members: (i) First, to the Members only holding Series C Preferred Units and Series B Preferred Units on a pari passu basis in cash proportion to the remaining amount to be distributed to such holders under this Section 8.01(b)(i) until, on a Series C Preferred Unit and Series B Preferred Unit by Series C Preferred Unit and Series B Preferred Unit basis, each Preferred Unit has been distributed an amount equal to the Unpaid Preferred Unit Preference Amount for such Series C Preferred Unit and Series B Preferred Unit, as applicable; (ii) Second, to the Members holding Series Seed Preferred Unit and Series A Preferred Units on a pari passu basis in proportion to the same remaining amount to be distributed to such holders under this Section 8.01(b)(ii) until, on a Series Seed Preferred Unit and Series A Preferred Unit basis, each such Preferred Unit has been distributed an amount equal to the Unpaid Preferred Unit Preference Amount for such Series Seed Preferred Unit and Series A Preferred Unit, as applicable; (iii) Third, subject to Section 8.01(c), to the Members holding Common Units and Non-Voting Incentive Units pro rata an amount per Unit under this Section 8.01(b)(iii) equal to the amount per Unit paid per Unit in respect of the Series Seed Preferred Units under Section 8.01(b)(ii) above; (iv) Fourth, subject to Section 8.01(c), to the Members holding Common Units, Non-Voting Incentive Units and Series Seed Preferred Units, pro rata in proportion as their respective Percentage Interest; providedto the remaining amount to be distributed to such holders under this Section 8.01(b)(iv), thatif any, until an amount has been distributed in respect of each such Unit under Section 8.01(b)(ii), Section 8.01(b)(iii),and this Section 8.01(b)(iv) equal to (1) in the case of distributions to be paid Series Seed Preferred Units, the product of (A) the Adjustment Ratio in effect for such Unit (if any) multiplied by (B) the amount distributed in respect of any period during which Series A Preferred Unit under Section 8.01(b)(ii), and (2) in the Percentage Interest case of Common Units and Non-Voting Incentive Units, the amount distributed in respect of any Series A Preferred Unit under Section 8.01(b)(ii); (v) Fifth, subject to Section 8.01(c), to the Members changedholding Common Units, Non-Voting Incentive Units, Series Seed Preferred Units and Series A Preferred Units, pro rata in proportion to the remaining amount to be distributed to such distributions shall be prorated holders under this Section 8.01(b)(v), until an amount has been distributed in respect of each such Unit under Section 8.01(b)(ii), Section 8.01(b)(iii), Section 8.01(b)(iv) and this Section 8.01(b)(v) equal to reflect (1) in the Percentage Interest case of Series A Preferred Units, the product of (A) the Adjustment Ratio in effect for such Unit (if any) multiplied by (B) the amount distributed in respect of any Series B Preferred Unit under Section 8.01(b)(i), (2) in the case of Series Seed Preferred Units, the product of (A) the Adjustment Ratio in effect for such Unit (if any) multiplied by (B) the amount distributed in respect of any Series B Preferred Unit under Section 8.01(b)(i), and (3) in the case of Common Units and Non-Voting Incentive Units, the amount distributed in respect of any Series B Preferred Unit under Section 8.01(b)(i); (vi) Sixth, subject to Section 8.01(c), to the Members on holding Common Units, Non-Voting Incentive Units, Series Seed Preferred Units, Series A Preferred Units and Series B Preferred Units, pro rata in proportion to the remaining amount to be distributed to such holders under this Section 8.01(b)(vi), until an amount has been distributed in respect of each day such Unit under Section 8.01(b)(ii), Section 8.01(b)(iii), Section 8.01(b)(iv), Section 8.01(b)(v) and this Section 8.01(b)(vi) equal to (1) in the case of Series B Preferred Units, the product of (A) the Adjustment Ratio in effect for such measurement periodUnit (if any) multiplied by (B) the amount distributed in respect of any Series C Preferred Unit under Section 8.01(b)(i), (2) in the case of Series A Preferred Units, the product of (A) the Adjustment Ratio in effect for such Unit (if any) multiplied by (B) the amount distributed in respect of any Series C Preferred Unit under Section 8.01(b)(i), (3) in the case of Series Seed Preferred Units, the product of (A) the Adjustment Ratio in effect for such Unit (if any) multiplied by (B) the amount distributed in respect of any Series C Preferred Unit under Section 8.01(b)(i), and (4) in the Company case of Common Units and Non-Voting Incentive Units, the Members shall take such action as necessary amount distributed in respect of any Series C Preferred Unit under Section 8.01(b)(i); and (vii) Seventh, subject to effectuate such prorationSection 8.01(c), to all holders of Units in proportion to their Percentage Interest. (c) With Notwithstanding any provision in this Agreement to the contrary, no holder of Non-Voting Incentive Units shall participate in (and no such Non-Voting Incentive Unit shall be treated as outstanding for purposes of apportioning) any distributions under Section 8.01 (i) in respect of any Non-Voting Incentive Units that are unvested at the time of such distribution, absent a separate written agreement between the Member and the Company and (ii), until a total amount equal to the Strike Price with respect to such Non-Voting Incentive Unit has been distributed in respect of each taxable year, at such times necessary to allow the Members to timely satisfy all of their U.S. federal, state and local and nonother Non-U.S. tax liabilities, prior to any distributions Voting Incentive Unit pursuant to Section 5.2(aSections 8.01(b)(iii), 8.01(b)(iv), 8.01(b)(v) and 8.01(b)(vi) (reduced in the case of Non-Voting Incentive Units also subject to Available Cash and any restrictions contained in any loan agreement or other contract to which a Strike Price by the Company is a party or by which it is bound, the Company shall make cash distributions (“Tax Distributions”amount of such Strike Price) to each Member equal to such Member’s quarterly Assumed Tax Liability determined based on the Board’s good faith estimate of the projected Profits for such taxable year; provided, however, that subsequent to the extent a Member would otherwise be entitled to receive less issuance of such Non-Voting Incentive Units, except, in each case, other than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 5.2(c) treated as advances on any given date, then the Tax Distributions to such Member shall be increased, as necessary, to ensure that all such Tax Distributions made pursuant to this Section 5.2(c) are made pro rata in accordance with the Members’ respective Percentage Interests. The Company and the Board shall not have any liability to any Member for penalties arising from non-payment or incorrect estimates of such Member’s estimated tax payments. Any distributions made pursuant to this Section 5.2(c) shall be treated for purposes of 8.01. Notwithstanding any provision in this Agreement as having been distributed pursuant to Section 5.2(a) and shall reduce, dollar-for-dollar, the amount otherwise distributable to such Member pursuant to Section 5.2(a). To the extent the Company does not have sufficient funds and thereby is unable to pay to the Members the full amount contrary, no holder of any Tax Distribution otherwise payable pursuant to this Section 5.2(c), the Company a Common Unit shall pay the amount of participate in (and no such shortfall to the Members (pro rata, in accordance with the amount of any such shortfall then owning to such Members) as promptly thereafter as such funds become available. If with respect to any taxable year, the aggregate amount of distributions made to a Member under this Section 5.2(c) is in excess of the amount that would result from the application of this Section 5.2(c) to the entire taxable year, then the amount of such excess Common Unit shall be treated as outstanding for purposes of apportioning) any distributions under Section 8.01 in respect of any Common Units that are unvested at the time of such distribution, absent a separate written agreement between the Member and the Company. The Board of Directors shall have the discretion to make any determinations required under this clause, including as to the extent to which Non-Voting Incentive Units with an advance against, associated Strike Price and shall reduce the amount of, any future distributions made with respect to such Member pursuant to this Section 5.2(c), but shall not reduce Tax unvested Common Units will be excluded from participating in Company Distributions made to a Member to provide such Member with its pro rata Percentage Interest of Tax Distributions. (d) Notwithstanding the terms on account of this Section 5.2 and any other provision of this Agreement, (i) the Company shall not make any distribution to any Member on account of its Membership Interests to the extent such distribution would violate the Act, other applicable Law or an Order, and (ii) a Member may direct the payment of part or all of any distribution to another Person by providing written notice of such direction to the Company8.01(c).

Distributions Generally. (a) Except as otherwise provided herein and subject to Section 5.2(b), Section 5.2(c), and In the Act, no later than seventy-five (75) days after sole discretion of the end of each fiscal quarterBoard, the Company shall make distributions in may from time to time distribute its available cash of all its Available Cash in respect of such fiscal quarterto the Members. The Company may shall make any such other more frequent distributions as follows: (i) First, to the holders of Common Units (including interim distributionsRestricted Common Units), pro rata in proportion to the number of Common Units (including Restricted Common Units) outstanding at the time of such times and distribution, until each holder of Common Units (including Restricted Common Units) has received an amount equal to such holder’s aggregate Capital Contributions prior to the time of such distribution. (ii) Second, to the holders of all Units (including Profits Units), pro rata in proportion to the number of Units (including Profits Units) outstanding at the time of such amounts as the Board may determinedistribution. (b) Except Notwithstanding the foregoing and except as otherwise provided hereinin Section 9.6, all distributions the amount of any distribution to a holder of Restricted Common Units shall not be paid made with respect to such holder’s Restricted Common Units to the Members only in cash extent such Restricted Common Units are subject to forfeiture pursuant to Section 7.2(a)(ii) or pursuant to an Employment Agreement, as applicable, and in the same proportion as their respective Percentage Interest; provided, that, in the case of distributions to be paid in respect of any period during which the Percentage Interest of the Members changed, such distributions shall be prorated to reflect the Percentage Interest of the Members on each day of such measurement period, and held by the Company and the Members shall take until such action time as necessary such Restricted Common Units are no longer subject to effectuate such prorationforfeiture. (c) With respect to each taxable year, at such times necessary to allow In the Members to timely satisfy all of their U.S. federal, state and local and non-U.S. tax liabilities, prior to any distributions event that new Profits Units are issued after the Effective Time pursuant to Section 5.2(a) and subject to Available Cash and any restrictions contained in any loan agreement or other contract to which the Company is a party or by which it is bound, the Company shall make cash distributions (“Tax Distributions”) to each Member equal to such Member’s quarterly Assumed Tax Liability determined based on the Board’s good faith estimate of the projected Profits for such taxable year; provided, however, that to the extent a Member would otherwise be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 5.2(c) on any given date, then the Tax Distributions to such Member shall be increased, as necessary, to ensure that all such Tax Distributions made pursuant to this Section 5.2(c) are made pro rata in accordance with the Members’ respective Percentage Interests. The Company and the Board shall not have any liability to any Member for penalties arising from non-payment or incorrect estimates of such Member’s estimated tax payments. Any distributions made pursuant to this Section 5.2(c) shall be treated for purposes terms of this Agreement as having been distributed pursuant to Section 5.2(a) and shall reducewith the approval of the Board, dollar-for-dollar, the amount otherwise distributable to such Member pursuant to Section 5.2(a). To the extent the Company does not have sufficient funds and thereby is unable to pay to the Members the full amount of any Tax Distribution otherwise payable pursuant to this Section 5.2(c), 9.1 will be amended to reflect the Company shall pay the amount of such shortfall to the Members (pro rata, in accordance with the amount of any such shortfall then owning to such Members) as promptly thereafter as such funds become available. If with respect to any taxable year, the aggregate amount of distributions made to a Member under this Section 5.2(c) is in excess of the amount that would result from the application of this Section 5.2(c) to the entire taxable year, then the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future distributions made with respect to such Member pursuant to this Section 5.2(c), but shall not reduce Tax Distributions made to a Member to provide such Member with its pro rata Percentage Interest of Tax Distributionsissuance thereof. (d) Notwithstanding In the event that Common Units are issued after the Effective Time pursuant to the terms of this Agreement and with the approval of the Board, this Section 5.2 9.1 shall be amended to reflect the issuance thereof as may be necessary to give such Common Units their intended economics, as so determined by the Board. With regard thereto, it is understood and agreed notwithstanding anything in Section 9.1(a)(i) to the contrary, after the Common Units issued and outstanding as of the Effective Time have received aggregate distributions in an amount equal to or greater than the aggregate Capital Contributions made at or prior to the Effective Time with respect to such Common Units, the Profits Units issued and outstanding as of the Effective Time will share with the Common Units issued and outstanding as of the Effective Time, pro rata, in any future distributions. Notwithstanding the foregoing, nothing herein shall preclude priority or other distributions to Common Units or any other provision of this Agreement, (i) Units issued after the Company shall not make any distribution to any Member on account of its Membership Interests to the extent such distribution would violate the Act, other applicable Law or an Order, and (ii) a Member may direct the payment of part or all of any distribution to another Person by providing written notice of such direction to the CompanyEffective Time in accordance with their terms.

Distributions Generally. (a) Except as otherwise provided herein Subject to the provisions of this ARTICLE VIII, the Board of Directors may, in its discretion, determine the amount of any Proceeds Available for Distribution and subject any Capital Transaction Proceeds and the time when such amounts are to be distributed. Once such determination is made by the Board of Directors, and, in any event, if required pursuant to Section 5.2(b11.03, (i) upon the closing of any Capital Transaction the Company shall promptly distribute such Capital Transaction Proceeds associated with such transaction in accordance with Section 8.01(b), Section 5.2(c), and (ii) upon the Act, no later than seventy-five (75) days after the end closing of each fiscal quartera Change of Control, the Company shall make distributions immediately distribute such proceeds associated with such Change of Control transaction in cash of all its Available Cash accordance with Section 8.01(b), and (iii) upon a dissolution, winding up and liquidation in respect of accordance with Section 11.02, the Company shall immediately distribute such fiscal quarterproceeds associated with such dissolution, winding up and liquidation. The Board of Directors may establish record dates for the purpose of determining the Members of the Company may make such other more frequent distributions (including interim distributions) at such times and in such amounts as the Board may determineentitled to any distribution. (b) Except as otherwise provided herein, all distributions Proceeds Available for Distribution and any Capital Transaction Proceeds shall be paid distributed to the Members: (i) First, to the Members only holding Series B Preferred Units in cash proportion to the remaining amount to be distributed to such holders under this Section 8.01(b)(i) until, on a Series B Preferred Unit by Series B Preferred Unit basis, each Preferred Unit has been distributed an amount equal to the Unpaid Preferred Unit Preference Amount for such Series B Preferred Unit; (ii) Second, to the Members holding Series Seed Preferred Unit and Series A Preferred Units on a pari passu basis in proportion to the same remaining amount to be distributed to such holders under this Section 8.01(b)(ii) until, on a Series Seed Preferred Unit and Series A Preferred Unit basis, each such Preferred Unit has been distributed an amount equal to the Unpaid Preferred Unit Preference Amount for such Series Seed Preferred Unit and Series A Preferred Unit, as applicable; (iii) Third, subject to Section 8.01(c), to the Members holding Common Units and Non-Voting Incentive Units pro rata an amount per Unit under this Section 8.01(b)(iii) equal to the amount per Unit paid per Unit in respect of the Series Seed Preferred Units under Section 8.01(b)(ii) above; (iv) Fourth, subject to Section 8.01(c), to the Members holding Common Units, Non-Voting Incentive Units and Series Seed Preferred Units, pro rata in proportion as their respective Percentage Interest; providedto the remaining amount to be distributed to such holders under this Section 8.01(b)(iv), thatif any, until an amount has been distributed in respect of each such Unit under Section 8.01(b)(ii), Section 8.01(b)(iii),and this Section 8.01(b)(iv) equal to (1) in the case of distributions to be paid Series Seed Preferred Units, the product of (A) the Adjustment Ratio in effect for such Unit (if any) multiplied by (B) the amount distributed in respect of any period during which Series A Preferred Unit under Section 8.01(b)(ii), and (2) in the Percentage Interest case of Common Units and Non-Voting Incentive Units, the amount distributed in respect of any Series A Preferred Unit under Section 8.01(b)(ii); (v) Fifth, subject to Section 8.01(c), to the Members changedholding Common Units, Non-Voting Incentive Units, Series Seed Preferred Units and Series A Preferred Units, pro rata in proportion to the remaining amount to be distributed to such distributions shall be prorated holders under this Section 8.01(b)(v), until an amount has been distributed in respect of each such Unit under Section 8.01(b)(ii), Section 8.01(b)(iii), Section 8.01(b)(iv) and this Section 8.01(b)(v) equal to reflect (1) in the Percentage Interest case of Series A Preferred Units, the Members on each day product of (A) the Adjustment Ratio in effect for such measurement periodUnit (if any) multiplied by (B) the amount distributed in respect of any Series B Preferred Unit under Section 8.01(b)(i), (2) in the case of Series Seed Preferred Units, the product of (A) the Adjustment Ratio in effect for such Unit (if any) multiplied by (B) the amount distributed in respect of any Series B Preferred Unit under Section 8.01(b)(i), and (3) in the Company case of Common Units and Non-Voting Incentive Units, the Members shall take such action as necessary amount distributed in respect of any Series B Preferred Unit under Section 8.01(b)(i); and (vi) Sixth, subject to effectuate such prorationSection 8.01(c), to all holders of Units in proportion to their Percentage Interest. (c) With Notwithstanding any provision in this Agreement to the contrary, no holder of Non-Voting Incentive Units shall participate in (and no such Non-Voting Incentive Unit shall be treated as outstanding for purposes of apportioning) any distributions under Section 8.01 (i) in respect of any Non-Voting Incentive Units that are unvested at the time of such distribution, absent a separate written agreement between the Member and the Company and (ii), until a total amount equal to the Strike Price with respect to such Non-Voting Incentive Unit has been distributed in respect of each taxable year, at such times necessary to allow the Members to timely satisfy all of their U.S. federal, state and local and nonother Non-U.S. tax liabilities, prior to any distributions Voting Incentive Unit pursuant to Section 5.2(aSections 8.01(b)(iii), 8.01(b)(iv), 8.01(b)(v) and 8.01(b)(vi) (reduced in the case of Non-Voting Incentive Units also subject to Available Cash and any restrictions contained in any loan agreement or other contract to which a Strike Price by the Company is a party or by which it is bound, the Company shall make cash distributions (“Tax Distributions”amount of such Strike Price) to each Member equal to such Member’s quarterly Assumed Tax Liability determined based on the Board’s good faith estimate of the projected Profits for such taxable year; provided, however, that subsequent to the extent a Member would otherwise be entitled to receive less issuance of such Non-Voting Incentive Units, except, in each case, other than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 5.2(c) treated as advances on any given date, then the Tax Distributions to such Member shall be increased, as necessary, to ensure that all such Tax Distributions made pursuant to this Section 5.2(c) are made pro rata in accordance with the Members’ respective Percentage Interests. The Company and the Board shall not have any liability to any Member for penalties arising from non-payment or incorrect estimates of such Member’s estimated tax payments. Any distributions made pursuant to Section 8.01. The Board of Directors shall have the discretion to make any determinations required under this Section 5.2(c) shall be treated for purposes of this Agreement clause, including as having been distributed pursuant to Section 5.2(a) and shall reduce, dollar-for-dollar, the amount otherwise distributable to such Member pursuant to Section 5.2(a). To the extent the to which Non-Voting Incentive Units with an associated Strike Price will be excluded from participating in Company does not have sufficient funds and thereby is unable to pay to the Members the full amount of any Tax Distribution otherwise payable pursuant to this Section 5.2(c), the Company shall pay the amount of such shortfall to the Members (pro rata, in accordance with the amount of any such shortfall then owning to such Members) as promptly thereafter as such funds become available. If with respect to any taxable year, the aggregate amount of distributions made to a Member under this Section 5.2(c) is in excess of the amount that would result from the application Distributions on account of this Section 5.2(c) to the entire taxable year, then the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future distributions made with respect to such Member pursuant to this Section 5.2(c8.01(c), but shall not reduce Tax Distributions made to a Member to provide such Member with its pro rata Percentage Interest of Tax Distributions. (d) Notwithstanding the terms of this Section 5.2 and any other provision of this Agreement, (i) the Company shall not make any distribution to any Member on account of its Membership Interests to the extent such distribution would violate the Act, other applicable Law or an Order, and (ii) a Member may direct the payment of part or all of any distribution to another Person by providing written notice of such direction to the Company.

Distributions Generally. (a) Except as otherwise provided herein and subject to Section 5.2(b)Each Distribution Amount shall be distributed promptly, Section 5.2(c), and the Act, but in any event no later than seventytwo and one-five (75) days after half months following the end close of each fiscal quarter, the Company shall make distributions in cash of all its Available Cash in respect of Fiscal Year to which such fiscal quarter. The Company may make such other more frequent distributions (including interim distributions) at such times and in such amounts as the Board may determineDistribution Amount relates. (b) Except as otherwise provided herein, all distributions Amounts to be distributed by the Company shall first be apportioned among the Vintage Year Funds in accordance with the terms of this Agreement. Any amounts apportioned to a Vintage Year Fund shall be paid distributed as follows: (i) first, 100% to the Members only in cash and in Managing Member until cumulative distributions pursuant to this clause (i) shall equal the same proportion as their respective Percentage InterestVintage Year Fund Principal Amount; providedand (ii) second, thatafter the Managing Member has received cumulative distributions pursuant to clause (i) equal to the Vintage Year Fund Principal Amount, in the case of distributions to be paid in respect amount of any period during which the Percentage Interest of the Members changed, such distributions distribution constituting Net Cash Returns shall be prorated apportioned and distributed as follows: (A) subject to reflect Section 3.6, the Percentage Interest remaining provisions of this Section 4.1 and Section 6.3, the Members on each day amount of such measurement period, and Net Cash Returns equal to the Company and Annual Profit-Share Pool shall be distributed among the Non-Managing Members holding Units with respect to such Vintage Year Fund in accordance with each such Non-Managing Member’s Distribution Amount; and (B) the remaining Net Cash Returns shall take such action as necessary be distributed to effectuate such prorationthe Managing Member. (c) With respect to each taxable yearNotwithstanding Section 4.1(b)(ii)(A), at such times necessary to allow the Members to timely satisfy all of their U.S. federal, state and local and non-U.S. tax liabilities, prior to any distributions pursuant to Section 5.2(a) and subject to Available Cash and any restrictions contained in any loan agreement or other contract to which the Company is a party or by which it is bound, the Company shall make cash distributions (“Tax Distributions”) to each Member an amount equal to such Member’s quarterly Assumed Tax Liability determined based on the Board’s good faith estimate of the projected Profits $250,000 for such taxable year; provided, however, that to the extent a Member would otherwise be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 5.2(c) on any given date, then the Tax Distributions to such each Non-Managing Member shall be increased, as necessary, reserved in such Non-Managing Member’s Capital Account for each Vintage Year Fund with respect to ensure that all which such Tax Distributions made pursuant Non-Managing Member holds Units prior to this the initial distribution of any Distribution Amount in respect of such Vintage Year Fund to such Non-Managing Member (after application of Section 5.2(c4.1(d)) are made pro rata and shall be retained by the Company indefinitely (but distributed in accordance with Section 4.5 no later than dissolution and winding up of the Members’ respective Percentage InterestsCompany) (the “Capital Account Holdback Amount”). The Company and the Board shall not have any liability to any Member for penalties arising from non-payment or incorrect estimates of such Member’s estimated tax payments. Any distributions made pursuant to this Section 5.2(c) shall be treated for purposes of this Agreement as having been distributed pursuant to Section 5.2(a) and shall reduce, dollar-for-dollarAccordingly, the amount of cash otherwise distributable as a Distribution Amount to such any Non-Managing Member pursuant in respect of any Vintage Year Fund shall be reduced in order to Section 5.2(a). To the extent enable the Company does not have sufficient funds and thereby is unable to pay to the Members the full amount of any Tax Distribution otherwise payable pursuant to this Section 5.2(c), the Company shall pay the amount of maintain such shortfall to the Members (pro rata, in accordance with the amount of any such shortfall then owning to such Members) as promptly thereafter as such funds become available. If with respect to any taxable year, the aggregate amount of distributions made to a Member under this Section 5.2(c) is in excess of the amount that would result from the application of this Section 5.2(c) to the entire taxable year, then the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future distributions made with respect to such Member pursuant to this Section 5.2(c), but shall not reduce Tax Distributions made to a Member to provide such Member with its pro rata Percentage Interest of Tax DistributionsNon-Managing Member’s Capital Account Holdback Amount. (d) Notwithstanding Section 4.1(b)(ii)(A), the terms amount of Net Cash Returns otherwise distributable with respect to any Additional Unit shall be reduced by the Distribution Threshold of such Additional Unit (to the extent that such Distribution Threshold has not already been applied to reduce previous distributions with respect to such Additional Unit). Except as provided in the following sentence, amounts that would otherwise be distributable to a Non-Managing Member pursuant to Section 4.1(b)(ii)(A) but for the application of this Section 5.2 and any other provision of this Agreement, (i4.1(d) the Company shall not make any distribution to any Member on account of its Membership Interests be treated as additional amounts distributable to the extent Managing Member pursuant to Section 4.1 (b)(ii)(B). Alternatively, the applicable Award Agreement may provide that the Units that do not constitute Additional Units with respect to a Vintage Year Fund shall share in any Annual Profit-Share Pool as described in Section 3.5 up to the Distribution Threshold for the lowest class or series of Additional Units with respect to such distribution would violate the Act, other applicable Law or an OrderVintage Year Fund, and (ii) thereafter Additional Units for such class or series shall be treated as Units for purposes of determining the Distribution Amounts distributable to a Non-Managing Member may direct the payment of part or all of any distribution to another Person by providing written notice of such direction up to the CompanyDistribution Threshold for the next higher class or series of Additional Units, with an identical process to be followed thereafter for each additional class or series of Additional Units and its corresponding Distribution Threshold. (e) For illustrative purposes only, Exhibit A sets forth examples of distributions to be made in accordance with this Section 4.1.

Distributions Generally. (a) Except as otherwise provided herein set forth in this Section 4.1, and subject to the provisions of Section 5.2(b), 6.7 of this Agreement and Section 5.2(c), and 18-607 of the Delaware Act, no later than seventy-five the Board may in its sole discretion make Distributions at any time or from time to time. All Distributions shall be made only in the following order and priority: (75i) days after First, to the end Unitholders holding Class A Preferred Units, an amount equal to the aggregate Class A Unpaid Yield (in the proportion that each Unitholder's share of Class A Unpaid Yield bears to the aggregate Class A Unpaid Yield) until each fiscal quarter, the Company shall make distributions in cash of all its Available Cash such Unitholder has received Distributions in respect of such fiscal quarter. The Company Unitholder's Class A Preferred Units in an amount equal to the aggregate Class A Unpaid Yield on such Unitholder's outstanding Class A Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may make be made pursuant to Sections 4.1(a)(ii) or (iii) below until the entire amount of the Class A Unpaid Yield on the outstanding Class A Preferred Units as of the time of such other more frequent distributions (including interim distributions) at such times and Distribution has been paid in such amounts as the Board may determine. (b) Except as otherwise full; provided herein, all distributions that no Distribution shall be paid to the Members only in cash and in the same proportion as their respective Percentage Interest; provided, that, in the case of distributions to be paid in respect of any period during which the Percentage Interest of the Members changed, such distributions shall be prorated to reflect the Percentage Interest of the Members on each day of such measurement period, and the Company and the Members shall take such action as necessary to effectuate such proration. (c) With respect to each taxable year, at such times necessary to allow the Members to timely satisfy all of their U.S. federal, state and local and non-U.S. tax liabilities, prior to any distributions pursuant to Section 5.2(a) and subject to Available Cash and any restrictions contained in any loan agreement or other contract to which the Company is a party or by which it is bound, the Company shall make cash distributions (“Tax Distributions”) to each Member equal to such Member’s quarterly Assumed Tax Liability determined based on the Board’s good faith estimate of the projected Profits for such taxable year; provided, however, that to the extent a Member would otherwise be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid made pursuant to this Section 5.2(c4.1(a)(i) on any given dateto the extent such Distribution, then the Tax Distributions to such Member shall be increased, as necessary, to ensure that when combined with all such Tax previous Distributions made pursuant to this Section 5.2(c) are made pro rata in accordance with the Members’ respective Percentage Interests. The Company and the Board shall not have any liability to any Member for penalties arising from non-payment or incorrect estimates of such Member’s estimated tax payments. Any distributions made pursuant to this Section 5.2(c) shall be treated for purposes of this Agreement as having been distributed pursuant to Section 5.2(a) and shall reduce, dollar-for-dollar, the amount otherwise distributable to such Member pursuant to Section 5.2(a). To the extent the Company does not have sufficient funds and thereby is unable to pay to the Members the full amount of any Tax Distribution otherwise payable pursuant to this Section 5.2(c4.1(a)(i), the Company shall pay the amount of such shortfall to the Members (pro rata, in accordance with the amount of any such shortfall then owning to such Members) as promptly thereafter as such funds become available. If with respect to any taxable year, would exceed the aggregate amount of distributions made to a Member under this Section 5.2(c) is in excess net Profits of the amount that would result from LLC since the application date of this Section 5.2(cissuance of such Class A Preferred Units. (ii) Second, to the entire taxable yearUnitholders holding Class A Preferred Units, then an amount equal to the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future distributions made aggregate Class A Unreturned Capital with respect to such Member Units (in the proportion that each Unitholder's share of Class A Unreturned Capital with respect to such Class A Preferred Units bears to the aggregate amount of Class A Unreturned Capital with respect to all Class A Preferred Units) until each such Unitholder has received Distributions in respect of such Unitholder's Class A Preferred Units in an amount equal to the aggregate Class A Unreturned Capital with respect to such Unitholder's Class A Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to this Section 5.2(c), but shall not reduce Tax Distributions made 4.1(a)(iii) below until the entire amount of Class A Unreturned Capital with respect to a Member to provide the outstanding Class A Preferred Units as of the time of such Member with its pro rata Percentage Interest of Tax DistributionsDistribution has been paid in full. (diii) Notwithstanding the terms of this Section 5.2 and any other provision of this AgreementThird, (i) the Company all remaining amounts shall not make any distribution to any Member on account of its Membership Interests be distributed to the extent Unitholders holding Common Units, pro-rata according to such distribution would violate the Act, other applicable Law or an Order, and (ii) a Member may direct the payment holders' ownership of part or all of any distribution Common Units immediately prior to another Person by providing written notice of such direction to the CompanyDistribution.

Distributions Generally. (a) Except as otherwise provided herein set forth in this Section 4.1, and subject to the provisions of Section 5.2(b), Section 5.2(c), and 18-607 of the Delaware Act, no later than seventy-five the Board may in its sole discretion make Distributions at any time or from time to time. All Distributions shall be made only in the following order and priority: (75i) days after First, to the end Unitholders holding Class A Preferred Units, an amount equal to the aggregate Class A Unpaid Yield (in the proportion that each Unitholder's share of Class A Unpaid Yield bears to the aggregate Class A Unpaid Yield) until each fiscal quarter, the Company shall make distributions in cash of all its Available Cash such Unitholder has received Distributions in respect of such fiscal quarter. The Company Unitholder's Class A Preferred Units in an amount equal to the aggregate Class A Unpaid Yield on such Unitholder's outstanding Class A Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may make be made pursuant to Sections 4.l(a)(ii) through (vii) below until the entire amount of the Class A Unpaid Yield on the outstanding Class A Preferred Units as of the time of such other more frequent distributions (including interim distributions) at such times and Distribution has been paid in such amounts as the Board may determinefull. (bii) Except as otherwise provided hereinSecond, all distributions shall be paid to the Members only in cash and Unitholders holding Class A Preferred Units, an amount equal to the aggregate Class A Unreturned Capital with respect to such Units (in the same proportion as their respective Percentage Interest; provided, that, in that each Unitholder's share of Class A Unreturned Capital with respect to such Class A Preferred Units bears to the case aggregate amount of distributions Class A Unreturned Capital with respect to be paid all Class A Preferred Units) until each such Unitholder has received Distributions in respect of any period during which such Unitholder's Class A Preferred Units in an amount equal to the Percentage Interest aggregate Class A Unreturned Capital with respect to such Unitholder's Class A Preferred Units as of the Members changedtime of such Distribution, such distributions shall and no Distribution or any portion thereof may be prorated made pursuant to reflect Sections 4.1(a)(iii) through (vii) below until the Percentage Interest entire amount of Class A Unreturned Capital with respect to the outstanding Class A Preferred Units as of the Members on each day time of such measurement period, and the Company and the Members shall take such action as necessary to effectuate such prorationDistribution has been paid in full. (ciii) With Third, to the Unitholders holding Class B Preferred Units, an amount equal to the aggregate Class B Unpaid Yield (in the proportion that each Unitholder's share of Class B Unpaid Yield bears to the aggregate Class B Unpaid Yield) until each such Unitholder has received Distributions in respect of such Unitholder's Class B Preferred Units in an amount equal to the aggregate Class B Unpaid Yield on such Unitholder's outstanding Class B Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to Sections 4.1(a)(iv) through (vii) below until the entire amount of the Class B Unpaid Yield on the outstanding Class B Preferred Units as of the time of such Distribution has been paid in full. (iv) Fourth, to the Unitholders holding Class B Preferred Units, an amount equal to the aggregate Class B Unreturned Capital with respect to such Units (in the proportion that each taxable yearUnitholder's share of Class B Unreturned Capital with respect to such Class B Preferred Units bears to the aggregate amount of Class B Unreturned Capital with respect to all Class B Preferred Units) until each such Unitholder has received Distributions in respect of such Unitholder's Class B Preferred Units in an amount equal to the aggregate Class B Unreturned Capital with respect to such Unitholder's Class B Preferred Units as of the time of such Distribution, at and no Distribution or any portion thereof may be made pursuant to Sections 4.1(a)(v) through (vii) below until the entire amount of Class B Unreturned Capital with respect to the outstanding Class B Preferred Units as of the time of such times necessary Distribution has been paid in full. (v) Fifth, to allow the Members Unitholders holding Class C Preferred Units, an amount equal to timely satisfy the aggregate Class C Unpaid Yield (in the proportion that each Unitholder's share of Class C Unpaid Yield bears to the aggregate Class C Unpaid Yield) until each such Unitholder has received Distributions in respect of such Unitholder's Class C Preferred Units in an amount equal to the aggregate Class C Unpaid Yield on such Unitholder's outstanding Class C Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to Sections 4.1(a)(vi) or (vii) below until the entire amount of the Class C Unpaid Yield on the outstanding Class C Preferred Units as of the time of such Distribution has been paid in full. (vi) Sixth, to the Unitholders holding Class C Preferred Units, an amount equal to the aggregate Class C Unreturned Capital with respect to such Units (in the proportion that each Unitholder's share of Class C Unreturned Capital with respect to such Class C Preferred Units bears to the aggregate amount of Class C Unreturned Capital with respect to all Class C Preferred Units) until each such Unitholder has received Distributions in respect of their U.S. federalsuch Unitholder's Class C Preferred Units in an amount equal to the aggregate Class C Unreturned Capital with respect to such Unitholder's Class C Preferred Units as of the time of such Distribution, state and local and non-U.S. tax liabilities, prior to no Distribution or any distributions portion thereof may be made pursuant to Section 5.2(a4.1(a)(vii) and subject below until the entire amount of Class C Unreturned Capital with respect to Available Cash and any restrictions contained the outstanding Class C Preferred Units as of the time of such Distribution has been paid in any loan agreement or other contract full. (vii) Seventh, to which the Company is a party or by which it is boundUnitholders holding Common Units, the Company shall make cash distributions (“Tax Distributions”) to each Member equal all remaining amounts distributable on such date under this Section 4.1(a), pro rata according to such Member’s quarterly Assumed Tax Liability determined based on holders' ownership of Common Units immediately prior to such Distribution. For purposes of determining the Board’s good faith estimate amount of the projected Profits for such taxable year; provided, however, any Distribution that is allocable to the extent a Member would otherwise be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid Unitholder pursuant to this Section 5.2(c) on any given date, then the Tax Distributions to such Member shall be increased, as necessary, to ensure that all such Tax Distributions made pursuant to this Section 5.2(c) are made pro rata in accordance with the Members’ respective Percentage Interests. The Company and the Board shall not have any liability to any Member for penalties arising from non-payment or incorrect estimates of such Member’s estimated tax payments. Any distributions made pursuant to this Section 5.2(c) shall be treated for purposes of this Agreement as having been distributed pursuant to Section 5.2(a) and shall reduce, dollar-for-dollar4.l(a), the amount otherwise distributable to such Member pursuant to Section 5.2(a). To the extent the Company does not have sufficient funds and thereby is unable to pay to the Members the full amount of any Tax each Distribution otherwise payable pursuant to this Section 5.2(c), the Company shall pay be the amount of such shortfall to cash plus the Members (pro rata, in accordance with the amount Fair Market Value of any such shortfall then owning to such Members) as promptly thereafter as such funds become available. If with respect to any taxable year, other property distributed by the aggregate amount of distributions made to a Member under this Section 5.2(c) is in excess of the amount that would result from the application of this Section 5.2(c) to the entire taxable year, then the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future distributions made with respect to such Member pursuant to this Section 5.2(c), but shall not reduce Tax Distributions made to a Member to provide such Member with its pro rata Percentage Interest of Tax DistributionsLLC. (d) Notwithstanding the terms of this Section 5.2 and any other provision of this Agreement, (i) the Company shall not make any distribution to any Member on account of its Membership Interests to the extent such distribution would violate the Act, other applicable Law or an Order, and (ii) a Member may direct the payment of part or all of any distribution to another Person by providing written notice of such direction to the Company.

Distributions Generally. (a) Except as otherwise provided herein set forth in this Section 4.1, and subject to the provisions of Section 5.2(b), 6.7 of this Agreement and Section 5.2(c), and 18-607 of the Delaware Act, no later than seventy-five the Board may in its sole discretion make Distributions at any time or from time to time. All Distributions shall be made only in the following order and priority: (75i) days after First, to the end Unitholders holding Class B Preferred Units, an amount equal to the aggregate Class B Unreturned Liquidation Preference with respect to such Units (in the proportion that each Unitholder’s share of Class B Unreturned Liquidation Preference with respect to such Unitholder’s Class B Preferred Units bears to the aggregate amount of Class B Unreturned Liquidation Preference with respect to all Class B Preferred Units) until each fiscal quarter, the Company shall make distributions in cash of all its Available Cash such Unitholder has received Distributions in respect of such fiscal quarter. The Company Unitholder’s Class B Preferred Units in an amount equal to the aggregate Class B Unreturned Liquidation Preference with respect to such Unitholder’s Class B Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may make be made pursuant to Sections 4.1(a)(ii) - (iv) below until the entire amount of Class B Unreturned Liquidation Preference with respect to the outstanding Class B Preferred Units as of the time of such other more frequent distributions (including interim distributions) at such times and Distribution has been paid in such amounts as the Board may determinefull. (bii) Except as otherwise provided hereinSecond, all distributions shall be paid to the Members only in cash and Unitholders holding Class A Preferred Units, an amount equal to the aggregate Class A Unpaid Yield (in the same proportion as their respective Percentage Interest; provided, that, in that each Unitholder’s share of Class A Unpaid Yield bears to the case of distributions to be paid aggregate Class A Unpaid Yield) until each such Unitholder has received Distributions in respect of any period during which such Unitholder’s Class A Preferred Units in an amount equal to the Percentage Interest aggregate Class A Unpaid Yield on such Unitholder’s outstanding Class A Preferred Units as of the Members changedtime of such Distribution, such distributions shall and no Distribution or any portion thereof may be prorated made pursuant to reflect Sections 4.1(a)(iii) or (iv) below until the Percentage Interest entire amount of the Members Class A Unpaid Yield on each day the outstanding Class A Preferred Units as of the time of such measurement period, and the Company and the Members shall take such action as necessary to effectuate such prorationDistribution has been paid in full. (ciii) With respect Third, to each taxable yearthe Unitholders holding Class A Preferred Units, at such times necessary to allow the Members to timely satisfy all of their U.S. federal, state and local and non-U.S. tax liabilities, prior to any distributions pursuant to Section 5.2(a) and subject to Available Cash and any restrictions contained in any loan agreement or other contract to which the Company is a party or by which it is bound, the Company shall make cash distributions (“Tax Distributions”) to each Member an amount equal to such Member’s quarterly Assumed Tax Liability determined based on the Board’s good faith estimate of the projected Profits for such taxable year; provided, however, that to the extent a Member would otherwise be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 5.2(c) on any given date, then the Tax Distributions to such Member shall be increased, as necessary, to ensure that all such Tax Distributions made pursuant to this Section 5.2(c) are made pro rata in accordance with the Members’ respective Percentage Interests. The Company and the Board shall not have any liability to any Member for penalties arising from non-payment or incorrect estimates of such Member’s estimated tax payments. Any distributions made pursuant to this Section 5.2(c) shall be treated for purposes of this Agreement as having been distributed pursuant to Section 5.2(a) and shall reduce, dollar-for-dollar, the amount otherwise distributable to such Member pursuant to Section 5.2(a). To the extent the Company does not have sufficient funds and thereby is unable to pay to the Members the full amount of any Tax Distribution otherwise payable pursuant to this Section 5.2(c), the Company shall pay the amount of such shortfall to the Members (pro rata, in accordance with the amount of any such shortfall then owning to such Members) as promptly thereafter as such funds become available. If Class A Unreturned Capital with respect to any taxable year, such Units (in the proportion that each Unitholder’s share of Class A Unreturned Capital with respect to such Class A Preferred Units bears to the aggregate amount of distributions made Class A Unreturned Capital with respect to a Member under this Section 5.2(call Class A Preferred Units) is until each such Unitholder has received Distributions in excess respect of the such Unitholder’s Class A Preferred Units in an amount that would result from the application of this Section 5.2(c) equal to the entire taxable year, then the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future distributions made aggregate Class A Unreturned Capital with respect to such Member Unitholder’s Class A Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to this Section 5.2(c), but shall not reduce Tax Distributions made 4.1(a)(iv) below until the entire amount of Class A Unreturned Capital with respect to a Member to provide the outstanding Class A Preferred Units as of the time of such Member with its pro rata Percentage Interest of Tax DistributionsDistribution has been paid in full. (div) Notwithstanding the terms of this Section 5.2 and any other provision of this AgreementFourth, (i) the Company all remaining amounts shall not make any distribution to any Member on account of its Membership Interests be distributed to the extent Unitholders holding Common Units, pro-rata according to such distribution would violate the Act, other applicable Law or an Order, and (ii) a Member may direct the payment holders’ ownership of part or all of any distribution Common Units immediately prior to another Person by providing written notice of such direction to the CompanyDistribution.

Distributions Generally. (a) Except as otherwise provided herein set forth in this Section 4.1, and subject to the provisions of Section 5.2(b), Section 5.2(c), and 18-607 of the Delaware Act, no later than seventy-five the Board may in its sole discretion make Distributions at any time or from time to time. All Distributions shall be made only in the following order and priority: (75i) days after First, to the end Unitholders holding Class A Preferred Units, an amount equal to the aggregate Class A Preferred Unpaid Yield (in the proportion that each Unitholder’s share of Class A Preferred Unpaid Yield bears to the aggregate Class A Preferred Unpaid Yield) until each fiscal quarter, the Company shall make distributions in cash of all its Available Cash such Unitholder has received Distributions in respect of such fiscal quarter. The Company Unitholder’s Class A Preferred Units in an amount equal to the aggregate Class A Preferred Unpaid Yield on such Unitholder’s outstanding Class A Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may make be made pursuant to Sections 4.1(a)(ii) through (v) below until the entire amount of the Class A Preferred Unpaid Yield on the outstanding Class A Preferred Units as of the time of such other more frequent distributions (including interim distributions) at such times and Distribution has been paid in such amounts as the Board may determinefull. (bii) Except as otherwise provided hereinSecond, all distributions shall be paid to the Members only in cash and in the same proportion as their respective Percentage Interest; providedUnitholders holding Class A Preferred Units, that, in the case of distributions to be paid in respect of any period during which the Percentage Interest of the Members changed, such distributions shall be prorated to reflect the Percentage Interest of the Members on each day of such measurement period, and the Company and the Members shall take such action as necessary to effectuate such proration. (c) With respect to each taxable year, at such times necessary to allow the Members to timely satisfy all of their U.S. federal, state and local and non-U.S. tax liabilities, prior to any distributions pursuant to Section 5.2(a) and subject to Available Cash and any restrictions contained in any loan agreement or other contract to which the Company is a party or by which it is bound, the Company shall make cash distributions (“Tax Distributions”) to each Member an amount equal to such Member’s quarterly Assumed Tax Liability determined based on the Board’s good faith estimate of the projected Profits for such taxable year; provided, however, that to the extent a Member would otherwise be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 5.2(c) on any given date, then the Tax Distributions to such Member shall be increased, as necessary, to ensure that all such Tax Distributions made pursuant to this Section 5.2(c) are made pro rata in accordance with the Members’ respective Percentage Interests. The Company and the Board shall not have any liability to any Member for penalties arising from non-payment or incorrect estimates of such Member’s estimated tax payments. Any distributions made pursuant to this Section 5.2(c) shall be treated for purposes of this Agreement as having been distributed pursuant to Section 5.2(a) and shall reduce, dollar-for-dollar, the amount otherwise distributable to such Member pursuant to Section 5.2(a). To the extent the Company does not have sufficient funds and thereby is unable to pay to the Members the full amount of any Tax Distribution otherwise payable pursuant to this Section 5.2(c), the Company shall pay the amount of such shortfall to the Members (pro rata, in accordance with the amount of any such shortfall then owning to such Members) as promptly thereafter as such funds become available. If Class A Preferred Unreturned Capital with respect to any taxable year, such Units (in the proportion that each Unitholder’s share of Class A Preferred Unreturned Capital with respect to such Class A Preferred Units bears to the aggregate amount of distributions made Class A Preferred Unreturned Capital with respect to a Member under this Section 5.2(call Class A Preferred Units) is until each such Unitholder has received Distributions in excess respect of the such Unitholder’s Class A Preferred Units in an amount that would result from the application of this Section 5.2(c) equal to the entire taxable year, then the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future distributions made aggregate Class A Preferred Unreturned Capital with respect to such Member Unitholder’s Class A Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to this Section 5.2(c), but shall not reduce Tax Distributions made Sections 4.1(a)(iii) through (v) below until the entire amount of Class A Preferred Unreturned Capital with respect to a Member to provide the outstanding Class A Preferred Units as of the time of such Member with its pro rata Percentage Interest of Tax DistributionsDistribution has been paid in full. (diii) Notwithstanding Third, to the terms Unitholders holding Class B Preferred Units, an amount equal to the aggregate Class B Preferred Unpaid Yield (in the proportion that each Unitholder’s share of this Class B Preferred Unpaid Yield bears to the aggregate Class B Preferred Unpaid Yield) until each such Unitholder has received Distributions in respect of such Unitholder’s Class B Preferred Units in an amount equal to the aggregate Class B Preferred Unpaid Yield on such Unitholder’s outstanding Class B Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to Sections 4.1(a)(iv) or (v) below until the entire amount of the Class B Preferred Unpaid Yield on the outstanding Class B Preferred Units as of the time of such Distribution has been paid in full. (iv) Fourth, to the Unitholders holding Class B Preferred Units, an amount equal to the aggregate Class B Preferred Unreturned Capital with respect to such Units (in the proportion that each Unitholder’s share of Class B Preferred Unreturned Capital with respect to such Class B Preferred Units bears to the aggregate amount of Class B Preferred Unreturned Capital with respect to all Class B Preferred Units) until each such Unitholder has received Distributions in respect of such Unitholder’s Class B Preferred Units in an amount equal to the aggregate Class B Preferred Unreturned Capital with respect to such Unitholder’s Class B Preferred Units as of the time of such Distribution, and no Distribution or any portion thereof may be made pursuant to Section 5.2 and any other provision 4.1(a)(v) below until the entire amount of this AgreementClass B Preferred Unreturned Capital with respect to the outstanding Class B Preferred Units as of the time of such Distribution has been paid in full. (v) Fifth, all remaining amounts shall be distributed to the Unitholders holding Participating Common Units immediately prior to such Distribution as follows: with respect to each Class A Common Unit, an amount equal to the amount determined by dividing the Grossed-Up Amount by the number of Participating Common Units, and, with respect to each Participating Class B Common Unit, an amount equal to the excess of the (iA) the Company shall not make any distribution amount determined by dividing the Grossed-Up Amount by the number of Participating Common Units over (B) the Participation Threshold with respect to any Member on account of its Membership Interests to the extent such distribution would violate the Act, other applicable Law or an Order, and (ii) a Member may direct the payment of part or all of any distribution to another Person by providing written notice of such direction to the CompanyParticipating Class B Common Unit.

Distributions Generally. (a) Except as otherwise provided herein in Sections 10.2 and subject to Section 5.2(b)3.10, distributions of the LLC’s cash or other assets to the Members shall be made in accordance with Section 5.2(c), and the Act, no later than seventy-five (75) days after the end of each fiscal quarter, the Company shall make distributions in cash of all its Available Cash in respect of such fiscal quarter. The Company may make such other more frequent distributions (including interim distributions10.1(b) at such times and in such amounts as determined by the Board may determineof Managers; provided that the LLC shall retain sufficient working capital reserves as measured immediately after any proposed distribution. No Member shall be entitled to any distribution or payment with respect to such Member’s Interest in the LLC except as set forth in this Agreement. (b) Except as otherwise provided hereinOther than distributions pursuant to Section 10.2, if the Board of Managers determines to make any distribution of cash or other assets to the Members, all distributions shall be paid to the Members only in cash and in the same proportion as their respective Percentage Interest; provided, that, in the case of distributions to be paid in respect of any period during which the Percentage Interest of the Members changed, such distributions shall be prorated distributed as follows: (i) First, to reflect the Percentage Interest holders of Series A Preferred Units, on a pari passu basis based on the Members aggregate amounts payable under this clause (i), until the Unpaid Preferred Return has been reduced to zero with respect to all Series A Preferred Units; (ii) Second, to the holders of Series A Preferred Units, on a pari passu basis based on the aggregate amounts payable under this clause (ii), until the Unreturned Preference Amount has been reduced to zero with respect to all Series A Preferred Units; (iii) Third, to the holders of Series FF Preferred Units, on a pari passu basis based on the aggregate amounts payable under this clause (iii), until an amount equal to $0.0001 per Series FF Preferred Unit has been distributed thereon; (iv) Fourth, to the holders of Series A Preferred Units, Series FF Preferred Units and Common Units, pro rata in proportion to the number of Common Units held by each day (assuming full conversion of all such Series A Preferred Units and Series FF Preferred Units at the applicable Conversion Rate then in effect), until the aggregate amount distributed with respect to each Series A Preferred Unit pursuant to this Section 10(b)(iv) is equal to the Original Issue Price of such measurement periodSeries A Preferred Unit; provided, that for purposes of determining the amount distributable pursuant to this Section 10(b)(iv) with respect to Series FF Preferred Units or Common Units received upon conversion of Series FF Preferred Units, amounts previously distributed with respect to such Series FF Preferred Units pursuant to clause (iii) above shall be considered as advances against (and shall reduce) amounts otherwise distributable with respect to such Series FF Preferred Units or Common Units received upon conversion of such Series FF Preferred Units; and (v) Thereafter, to the holders of Series A Preferred Units, Series FF Preferred Units and Common Units, pro rata in proportion to the number of Common Units held by each (assuming full conversion of all such Series A Preferred Units and Series FF Preferred Units at the applicable Conversion Rate then in effect), provided, that for purposes of determining the amount distributable pursuant to this Section 10(b)(v) with respect to Series A Preferred Units or Common Units received upon conversion of Series A Preferred Units, amounts previously distributed with respect to such Series A Preferred Units pursuant to clauses (i), (ii) and (iv) above shall be considered as advances against (and shall reduce) amounts otherwise distributable with respect to such Series A Preferred Units or Common Units received upon conversion of such Series A Preferred Units. Notwithstanding the foregoing provisions of this Section 10.1(b), amounts that would otherwise be distributed to any Common Unit that was issued as a Profits Interest shall be reduced by an amount equal to its remaining Profits Interest Threshold Amount for such Common Unit and the Company and amount by which the Members distribution to such Profits Interest is reduced shall take such action instead be distributed (subject again to the application of this sentence with respect to Common Units that have a Profits Interest Threshold Amount) to the holders of Units as necessary to effectuate such prorationprovided in the foregoing provisions of this Section 10.1(b). (c) With Except as otherwise provided by law, no Member shall be required to restore or repay to the LLC any funds properly distributed to it pursuant to Sections 10.1. (d) For the avoidance of doubt, in the event of any Liquidation Event, any proceeds payable directly to the holders of Units shall be distributed among such holders as though such proceeds were distributed from the LLC to the Members in accordance with this Section 10.1. Each Member (including any Persons to whom a Common Unit was issued as a Profits Interest in connection with the provision of services, and any Person to whom an Interest is Transferred by another Member) agrees to take such actions as may be required, necessary or advisable to effect the intent of this Section 10.1(d). (e) If the consideration received by the LLC, or payable to the Members, in connection with a Liquidation Even is other than cash, its value shall be deemed to be the fair market value as mutually determined in good faith by the Board of Managers and the Requisite Interest of the Preferred Members. (f) In the event of any Liquidation Event, if any portion of the consideration payable to the holders of Units is placed into escrow and/or is payable to such holders subject to contingencies, the definitive agreement with respect to each taxable year, at such times necessary Liquidation Event shall provide that (a) the portion of such consideration that is not placed in escrow and not subject to allow any contingencies (the “Initial Consideration”) shall be allocated among the Members in accordance with this Section 10.1 as if the Initial Consideration were the only consideration payable in connection with such deemed Liquidation Event and (b) any additional consideration that becomes payable to timely satisfy the Members upon release from escrow or satisfaction of contingencies shall be allocated among the Members in accordance with this Section 10.1 after taking into account the previous payment of the Initial Consideration as part of the same transaction. (g) Other than with respect to an actual Liquidity Event (and in such event only the to the minimum extent necessary), the parties hereto agree that no amounts distributable with respect to the holders of Series A Preferred Units shall be treated as resulting in an allocation of gross income, a guaranteed payment or a taxable capital shift for U.S. federal or state income tax purposes and the parties shall execute and file all of their U.S. federal, state and local income tax returns in a manner consistent with the foregoing and non-U.S. tax liabilities, prior to shall not take any distributions position before any governmental authority or in any judicial proceeding that is inconsistent with the foregoing except pursuant to a change in law or a final “determination” (as defined in Section 5.2(a1313(a) and subject to Available Cash and any restrictions contained in any loan agreement or other contract to which the Company is a party or by which it is bound, the Company shall make cash distributions (“Tax Distributions”) to each Member equal to such Member’s quarterly Assumed Tax Liability determined based on the Board’s good faith estimate of the projected Profits for such taxable year; provided, however, that to the extent a Member would otherwise be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 5.2(c) on any given date, then the Tax Distributions to such Member shall be increased, as necessary, to ensure that all such Tax Distributions made pursuant to this Section 5.2(c) are made pro rata in accordance with the Members’ respective Percentage Interests. The Company and the Board shall not have any liability to any Member for penalties arising from non-payment or incorrect estimates of such Member’s estimated tax payments. Any distributions made pursuant to this Section 5.2(c) shall be treated for purposes of this Agreement as having been distributed pursuant to Section 5.2(a) and shall reduce, dollar-for-dollar, the amount otherwise distributable to such Member pursuant to Section 5.2(aCode). To the extent the Company does not have sufficient funds and thereby is unable to pay to the Members the full amount of any Tax Distribution otherwise payable pursuant to this Section 5.2(c), the Company shall pay the amount of such shortfall to the Members (pro rata, in accordance with the amount of any such shortfall then owning to such Members) as promptly thereafter as such funds become available. If with respect to any taxable year, the aggregate amount of distributions made to a Member under this Section 5.2(c) is in excess of the amount that would result from the application of this Section 5.2(c) to the entire taxable year, then the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future distributions made with respect to such Member pursuant to this Section 5.2(c), but shall not reduce Tax Distributions made to a Member to provide such Member with its pro rata Percentage Interest of Tax Distributions. (d) Notwithstanding the terms of this Section 5.2 and any other provision of this Agreement, (i) the Company shall not make any distribution to any Member on account of its Membership Interests to the extent such distribution would violate the Act, other applicable Law or an Order, and (ii) a Member may direct the payment of part or all of any distribution to another Person by providing written notice of such direction to the Company.