d on all allocations of taxable income (net of losses) made pursuant to paragraph 5.1(a)(i) if: (x) at all times the General Partner were subject to the Applicable Tax Rate; and (y) all such allocations resulted from fully taxable transactions, plus any tax benefit actually received by the General Partner in the year i

e Secret EFTA00810426 VALAR 21 Private Placement Memorandum incurred on such distributions if at all times the General Partner were subject to the Applicable Tax Rate, all such allocation resulted from fully taxable transactions (plus any tax benefit actually received by the General Partner in the year in which t