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highest marginal income tax brackets (which for state income tax purposes shall be deemed to be <br />the highest rate applicable to any of the Interest Holders). <br />(b) Second, the balance of such Net Cash Flow shall be distributed to the <br />Interest Holders in proportion to the number of Units owned by each of them. For the avoidance <br />of doubt, all Units, whether classified as Class A Units, Class B Units, Class C Units or Class D <br />Units (to the extent that the latter are issued and vested) shall be treated as Units for purposes <br />hereof and are in relative percentage relationships as set forth in Section 4.2(e) on the date <br />hereof. <br />9.3 Property Distributions. If any property of the Company other than cash is <br />distributed by the Company to an Interest Holder (in connection with the liquidation of the <br />Company or otherwise), the fair market value of such property shall be used for purposes of <br />determining the amount of such distribution and such fair market value shall be determined by <br />the Requisite Members. The difference, if any, of such fair market value over (or under) the <br />value at which such property is carried on the books of the Company shall be credited or charged <br />to the Capital Accounts of the Interest Holders in accordance with the ratio in which the Interest <br />Holders share in the gain and loss of the Company pursuant to Section 7.1. The fair market <br />value of the property distributed shall be agreed to by the Requisite Members whose <br />determination shall be made in good faith and shall be final and binding on all Interest Holders. <br />If any such property distribution is made other than in exchange for Units, such distribution shall <br />be made in the same manner as an equivalent amount of Net Cash Flow would be distributed. <br />Property shall be distributed pro rata to the Interest Holders unless otherwise agreed in writing <br />by all Interest Holders. <br />9.4 Withholding. The Company may withhold taxes from any distribution to any <br />Interest Holder to the extent required by the Code or any other applicable law, or file a return and <br />pay tax on behalf of certain Interest Holders. For purposes of this Agreement, any taxes so <br />withheld by the Company with respect to any amount otherwise distributable by the Company to <br />any Interest Holder shall be deemed to have been distributed to such Interest Holder for all <br />purposes. Any tax paid on behalf of an Interest Holder shall be deemed (i) if like taxes have <br />been paid on behalf of all Interest Holders and/or distributions of comparable amounts have been <br />made to the other Interest Holders who have not had taxes paid on their behalf, to have been <br />distributed to such Interest Holder, or (ii) if the conditions referred to in (i) above have not been <br />met, as a loan to the Interest Holder, payable no later than 60 days following the payment of such <br />taxes. <br />10. MANAGEMENT. <br />10.1 Management. <br />(a) Subject to Section 10.1(c) hereof, control and management of the business <br />of the Company as described in Section 3 shall be vested exclusively in the Manager during the <br />term of the Company, including its liquidation and dissolution. Except as otherwise specifically <br />provided herein, no Member, other than the Manager, shall have any voice in, or take any part in, <br />the management of the business of the Company, nor have any authority or power to act on <br />behalf of or bind the Company in any manner whatsoever. <br />-13-