definiens: means, with respect to a Member, for any given Fiscal Year, an amount equal to ( a ) theAssumed Tax Rate multiplied by ( i ) the taxable income and gain allocated to such Member for such Fiscal Year ( asshown on the applicable Internal Revenue Service Form 1065 Schedule K-1 filed by the Company ), excluding partner - level taxable income adjustments made under Code Section 743(b ), minus ( ii ) the cumulative losses that have beenallocated to such Member to the extent such losses have not previously reduced taxable income and gain pursuant tothis provision, minus ( b ) the sum of ( i ) such Member ’s pro rata share of any creditable foreign taxes imposed on andpaid by the Company to a non - U.S. governmental authority, and ( ii ) the amount, if any, of taxes withheld by theCompany pursuant to Section 4.8 with respect to such Member