federal income tax purposes, the Company and the Members intend (i) to treat each Additional Warrant as a noncompensatory option within the meaning of Treasury Regulations Sections 1.721-2(f) and 1.761-3(b)(2), and (ii) not to treat any Additional Warrant as exercised and not to treat any Additional Warrant as a partnership interest prior to the exercise of such Additional Warrant pursuant to this Section 3.9 in accordance with Treasury Regulations Section 1.761-3(a).
(g) Section 4.3 is hereby amended to add a new paragraph (i) as follows:
(i) The Manager may, in its reasonable discretion, cause the Company to make allocations of items of gross income and gain to holders of Series A Preferred Units to the extent necessary to cause, after taking into account distributions with respect to Series A Preferred Units and allocations to be made pursuant to Section 4.2, Capital Account balances attributable to Series A Preferred Units to be, as nearly as possible, equal to amounts distributable with respect to Series A Preferred Units pursuant to Section 10.3(b)(iii).
(h) Section 4.4(e) is hereby amended and restated in its entirety as follows:
(e) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company (including a conversion of any Series A Preferred Units), a Capital Account reallocation is required under Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulations Section 1.704-1(b)(4)(x).
(i) Section 5.1(a) is hereby amended by inserting the following proviso at the end of the first sentence of such section:
; and, provided, further, that no distribution shall be made to the holder of Common Units pursuant to this Section 5.1(a) in respect thereof unless and until all distributions to the holders of Series A Preferred Units have been made in accordance with Section 3.8 of this Agreement.
(j) Section 5.2(a) is hereby amended and restated in its entirety as follows:
(a) Prior to making distributions pursuant to Section 5.1, on each Tax Distribution Date, the Company shall, subject to the availability of funds and to any restrictions contained in any agreement to which the Company is bound, make distributions:
(i) to PubCo in an amount equal to all of PubCos federal, state, local and non-U.S. tax liabilities attributable to its Series A Preferred Units during the Fiscal Year or other taxable period to which the tax-related distribution under this Section 5.2(a) relates; and
(ii) to the Members on a pro rata basis in accordance with the number of Common Units owned by each Member, subject to Section 5.2(b), in an amount sufficient to cause PubCo to receive a distribution equal to all of PubCos remaining federal, state, local and non-U.S. tax liabilities during the Fiscal Year or other taxable period to which the tax-related distribution under this Section 5.2(a) relates.