Common use of Tax Distributions Clause in Contracts

Tax Distributions. The Manager(s) may, in his, her, or its sole discretion, to the extent of the Company's Available Cash and as permitted by applicable law and any financing documents, cause the Company to distribute to the Members amounts sufficient to enable each Member to discharge its income tax liability for each taxable year arising as a result of its ownership of an Interest, determined by assuming the applicability to each Member of the highest combined effective marginal U.S. federal, state and local income tax rates, to the extent distributions otherwise cumulatively made or payable to a Member pursuant to Section 4.2.1 are insufficient to cover such tax liability (the "Tax Distributions"). The amount of such tax liability shall be calculated taking into account (i) the deductibility (to the extent allowed) of state and local income taxes for United States federal income tax purposes, (ii) the amount of cumulative Net Losses previously allocated to such Member in prior Fiscal Years and not used in prior Fiscal Years to reduce taxable income for the purpose of making distributions under this Section 4.2.5 (based on the assumption that taxable income or taxable loss from the Company is each Member's only taxable income or tax loss), (iii) the amount and character of the taxable income or loss allocated to such Member or arising In respect of its Interest, and (iv) such other reasonable assumptions as the Manager(s) determines in good faith to be appropriate. Tax Distributions shall be debited against such Member's Capital Account. Distributions pursuant to this Section 4.2.5 shall be treated as distributions to the Members pursuant to Section 4.2.1 in the order and priority specified therein. The amount distributable to any Member pursuant to Section 4.2(a) shall be reduced by any Tax Distributions made to such Member and not previously taken into account pursuant to this sentence. To the extent this Section 4.2.5 results in distributions other than in the ratio required by Section 4.2(a), the first distributions that are not made pursuant to this Section 4.2(e) shall be made so as to cause the aggregate distributions pursuant to Section 4.2.1, including those made pursuant to this Section 4.2(e), to be, as nearly as possible, in the ratio required by Section 4.2.1.

Tax Distributions. The Manager(s) may, in his, her, or its sole discretion, to the extent of the Company's Available Cash and as permitted by applicable law and any financing documents, Manager shall cause the Company to distribute cash equal to the Members amounts sufficient difference between a Member’s Assumed Tax Liability with respect to a fiscal year and the amount distributed to (or withheld on behalf of) such Member with respect to such fiscal year to enable each the Member to discharge its timely satisfy estimated tax or other tax payment requirements (each, a “Tax Distribution”). Notwithstanding the foregoing, a Tax Distribution shall be made only if the resulting difference is a positive number and only for that portion of a Member’s Assumed Tax Liability that has been created by the disposition or refinancing of a mortgage by or on behalf of the Company or a Program affiliated with the Company. Each Member’s “Assumed Tax Liability” shall equal the expected aggregate federal and state tax liability of such Member derived from the Company for the applicable fiscal year, assuming the highest marginal income tax liability for each taxable year arising as a result of its ownership of an Interest, determined by assuming rates applicable to any Member and taking into account the applicability to each Member character of the highest combined effective marginal U.S. federalrelevant income or loss derived by such Member from the Company and the deductibility, if any, of any state and local income tax ratesin computing any federal tax liability. In furtherance of the foregoing, to the extent distributions otherwise cumulatively payable to a Member in a fiscal year shall equal or exceed the Assumed Tax Liability of such Member for such fiscal year, the Manager shall not be obligated to make a Tax Distribution to such Member with respect to such fiscal year. Any Tax Distribution made or payable to a Member pursuant to this Section 4.2.1 are insufficient 5.6 shall be deemed an advance on any future distributions to cover which such tax liability (Member is entitled pursuant to Section 5.5 and Section 5.7 and shall reduce the "Tax Distributions"). The amount of such tax liability future distributions. For the avoidance of doubt, any Tax Distribution to which a Member participating in the Dividend Reinvestment Program would otherwise be entitled shall be calculated taking into account (i) reinvested in Units of the deductibility (Company pursuant to the Dividend Reinvestment Program to the same extent allowed) of state and local income taxes for United States federal income tax purposes, (ii) the amount of cumulative Net Losses previously allocated to that such Member in prior Fiscal Years and not used in prior Fiscal Years has currently elected to reduce taxable income for the purpose of making have its regular distributions under this Section 4.2.5 (based on the assumption that taxable income or taxable loss from the Company is each Member's only taxable income or tax loss), (iii) the amount and character of the taxable income or loss allocated to such Member or arising In respect of its Interest, and (iv) such other reasonable assumptions as the Manager(s) determines in good faith to be appropriate. Tax Distributions shall be debited against such Member's Capital Account. Distributions reinvested pursuant to this Section 4.2.5 shall be treated as distributions to the Members pursuant to Section 4.2.1 in the order and priority specified therein. The amount distributable to any Member pursuant to Section 4.2(a) shall be reduced by any Tax Distributions made to such Member and not previously taken into account pursuant to this sentence. To the extent this Section 4.2.5 results in distributions other than in the ratio required by Section 4.2(a), the first distributions that are not made pursuant to this Section 4.2(e) shall be made so as to cause the aggregate distributions pursuant to Section 4.2.1, including those made pursuant to this Section 4.2(e), to be, as nearly as possible, in the ratio required by Section 4.2.1Dividend Reinvestment Program.

Tax Distributions. The Manager(s) mayNotwithstanding anything to the contrary in Section 4.4(a)(i), the Manager shall distribute Distributable Cash to each Member in hisan amount sufficient to pay the federal and state income tax on the taxable income allocated to such Member pursuant to this Agreement in order to provide cash to the Members to pay taxes on the taxable income so allocated and not yet distributed (“Tax Distributions”). Tax Distributions may be made at least annually so as to enable the Members to satisfy their annual federal and state tax payment obligations; provided, herhowever, or its sole discretion, that Tax Distributions shall be made only to the extent of the Company's Available Cash and that cumulative Distributions under Section 4.4(a)(i) are less than such Member’s Tax Liability (as permitted by applicable law and any financing documents, cause the Company to distribute to the Members amounts sufficient to enable each Member to discharge its income tax liability for each taxable year arising as a result of its ownership of an Interest, determined by assuming the applicability to each Member of the highest combined effective marginal U.S. federal, state and local income tax rates, to the extent distributions otherwise cumulatively made or payable defined below). Any amount distributed to a Member pursuant to this Section 4.2.1 are insufficient 4.4(a)(ii) shall be treated as an advance against other Distributions to cover which such tax liability (Member is entitled and shall be credited against and subtracted from the "Tax Distributions")other Distributions to which such Member is entitled, which subtraction shall be from the next Distribution to which such Member is entitled and, if any creditable amount remains thereafter, from the next immediate Distribution until fully credited. Any amount credited to a Distribution pursuant to the foregoing sentence shall be deemed distributed for purposes of the Distribution against which it is credited. The amount of any such tax liability Member’s “Tax Liability” shall be calculated (A) taking into account the character of the cumulative Company net taxable income allocated to such Member, (iB) taking into account the deductibility (to the extent allowed) of state and local income taxes for United States federal income tax purposes, purposes and (iiC) deducting from such income or gain the amount of net cumulative Net Losses tax loss previously allocated to such Member in prior Fiscal Years fiscal years and not used in prior Fiscal Years fiscal years to reduce taxable income for the purpose of making distributions under this Section 4.2.5 (based income. The calculation shall be made on the assumption assumptions that (1) taxable income or taxable tax loss from the Company is each Member's the only taxable income or tax loss), (iii) the amount and character loss of the taxable income Member (and the direct or loss allocated to indirect equity holders of such Member or arising In respect of its InterestMember), and (iv2) such other reasonable assumptions except as provided in clause (A) of this definition, the Manager(s) determines Member is subject to tax at a rate equivalent to the maximum marginal combined federal and state income tax rate for an individual residing in good faith to be appropriate. Tax Distributions shall be debited against the state of such Member's Capital Account. Distributions pursuant to this Section 4.2.5 shall be treated as distributions to the Members pursuant to Section 4.2.1 in the order and priority specified therein. The amount distributable to any Member pursuant to Section 4.2(a) shall be reduced by any Tax Distributions made to such Member and not previously taken into account pursuant to this sentence. To the extent this Section 4.2.5 results in distributions other than in the ratio required by Section 4.2(a), the first distributions that are not made pursuant to this Section 4.2(e) shall be made so as to cause the aggregate distributions pursuant to Section 4.2.1, including those made pursuant to this Section 4.2(e), to be, as nearly as possible, in the ratio required by Section 4.2.1’s primary residence.

Tax Distributions. The Manager(s) maySubject to the Act and to any restrictions contained in any agreement to which the Company is bound, in hisno later than the tenth day of each March, herJune, or its sole discretionSeptember and December, the Company shall, to the extent of available cash, make a tax distribution to each Unitholder in an amount equal to the Company's Available Cash and excess of (i) the product of (A) the cumulative taxable income (including any guaranteed payments for services that are not actually received by such Unitholder in cash) attributable to the Unitholder’s investment as permitted reported on the Unitholder’s Schedule K-1 allocated by applicable law and any financing documents, cause the Company to distribute the Unitholder, in excess of the cumulative taxable loss attributable to the Members amounts sufficient Unitholder’s investment as reported on the Unitholder’s Schedule K-1 allocated by the Company to enable each Member to discharge its income tax liability for each taxable year arising as a result of its ownership of an Interest, determined by assuming the applicability to each Member of Unitholder and (B) the highest combined effective marginal U.S. maximum federal, state and local marginal income tax rates, to the extent distributions otherwise cumulatively made or payable to a Member pursuant to Section 4.2.1 are insufficient to cover such tax liability rate (the "Tax Distributions"). The amount of such tax liability shall be calculated taking into account (i) the deductibility (to the extent allowed) of state and local taxes and adjusted appropriately to take into account the varying rates applicable to capital gains, qualified dividend income taxes for United States federal income tax purposesand ordinary income) applicable to individual residents of New York, New York, over (ii) the amount of cumulative Net Losses previously allocated all prior distributions pursuant to such Member in prior Fiscal Years and not used in prior Fiscal Years to reduce taxable income for the purpose of making distributions under this Section 4.2.5 (based 4.4. All distributions made to a Unitholder pursuant to this Section 4.4(c) on the assumption that taxable income or taxable loss from the Company is each Member's only taxable income or tax loss), (iii) the amount and character account of the taxable income or loss allocated to such Member or arising In respect of its Interest, and (iv) such other reasonable assumptions as the Manager(s) determines in good faith to be appropriate. Tax Distributions shall be debited against such Member's Capital Account. Distributions pursuant to this Section 4.2.5 Unitholder shall be treated as advance distributions under Section 4.4(a) or Section 5.2 and shall be taken into account in determining the amount of future distributions to such Unitholder. For purposes of determining the Members amount of distributions to be made to the Unitholders pursuant to Section 4.2.1 in the order and priority specified therein. The amount distributable to any Member pursuant to 4.4(a) or Section 4.2(a) shall be reduced by any Tax Distributions made to such Member and not previously taken into account pursuant to this sentence. To the extent this Section 4.2.5 results in 5.2, distributions other than in the ratio required by Section 4.2(a), the first distributions that are not made pursuant to this Section 4.2(e4.4(c) shall be deemed made so at such time as to cause the aggregate they offset distributions being made pursuant to Section 4.2.1, including those made pursuant to this 4.4(a) or Section 4.2(e), to be, as nearly as possible, in the ratio required by Section 4.2.15.2.

Tax Distributions. The Manager(s) maySubject to the Act and to any restrictions contained in any agreement to which the Company is bound, in hisno later than the tenth day of each March, herJune, or its sole discretionSeptember and December, the Company shall, to the extent of available cash, make a tax distribution to each Unitholder in an amount equal to the Companyexcess of (i) the product of (A) the cumulative taxable income (including any guaranteed payments for services that are not actually received by such Unitholder in cash) attributable to the Unitholder's Available Cash and investment as permitted reported on the Unitholder's Schedule K-1 allocated by applicable law and any financing documents, cause the Company to distribute the Unitholder, in excess of the federal taxable loss carryforward deduction (assuming that such carryforward was not applied against any non-Company income of such Unitholder) to the Members amounts sufficient extent that such loss carry-forward deduction would be available to enable each Member to discharge offset such taxable income of a Unitholder from its income tax liability for each taxable year arising as a result of its ownership of an Interest, determined by assuming investment in the applicability to each Member of Company and (B) the highest combined effective marginal U.S. maximum federal, state and local marginal income tax rates, to the extent distributions otherwise cumulatively made or payable to a Member pursuant to Section 4.2.1 are insufficient to cover such tax liability rate (the "Tax Distributions"). The amount of such tax liability shall be calculated taking into account (i) the deductibility (to the extent allowed) of state and local income taxes and adjusted appropriately for United States federal income tax purposesvarying rates) applicable to individuals, over (ii) the amount of cumulative Net Losses previously allocated all prior distributions pursuant to such Member in prior Fiscal Years and not used in prior Fiscal Years this SECTION 4.4. All distributions made to reduce taxable income for the purpose of making distributions under a Unitholder pursuant to this Section 4.2.5 (based SECTION 4.4(c) on the assumption that taxable income or taxable loss from the Company is each Member's only taxable income or tax loss), (iii) the amount and character account of the taxable income or loss allocated to such Member or arising In respect of its Interest, and (iv) such other reasonable assumptions as the Manager(s) determines in good faith to be appropriate. Tax Distributions shall be debited against such Member's Capital Account. Distributions pursuant to this Section 4.2.5 Unitholder shall be treated as advance distributions to the Members pursuant to Section 4.2.1 in the order under SECTION 4.4(a) or SECTION 5.2 and priority specified therein. The amount distributable to any Member pursuant to Section 4.2(a) shall be reduced by any Tax Distributions made to such Member and not previously taken into account in determining the amount of future distributions to such Unitholder. For purposes of determining the amount of distributions to be made to the Unitholders pursuant to this sentence. To the extent this Section 4.2.5 results in SECTION 4.4(a) or SECTION 5.2, distributions other than in the ratio required by Section 4.2(a), the first distributions that are not made pursuant to this Section 4.2(eSECTION 4.4(c) shall be deemed made so at such time as to cause the aggregate they offset distributions pursuant to Section 4.2.1, including those being made pursuant to this Section 4.2(e), to be, as nearly as possible, in the ratio required by Section 4.2.1SECTION 4.4(a) or SECTION 5.2.

Tax Distributions. The Manager(sManaging Member shall (solely to the extent of any Available Cash) maycause the Company, no later than five days prior to the date on which U.S. federal corporate quarterly estimated tax payments are due for a taxpayer with a taxable year ending on December 31, to make a distribution (a “Tax Distribution”) to each Member in hisan amount equal to the excess of (A) the product of (i) the estimated net taxable income allocable to such Member, herfor such taxable year through the end of such period, and (ii) the Assumed Income Tax Rate, over (B) distributions previously made to such Member pursuant to this Section 5.03 or its sole discretionSection 12.02 with respect to the taxable year. A final accounting for Tax Distributions shall be made after the allocation of the Company’s actual net taxable income or loss has been determined for a taxable year (or applicable portion thereof) and any shortfall in the amount of Tax Distributions a Member received for such taxable year based on such final accounting shall, to the extent of the Company's Available Cash and as permitted by applicable law and any financing documentsCash, cause the Company to distribute to the Members amounts sufficient to enable each Member to discharge its income tax liability for each taxable year arising as a result of its ownership of an Interest, determined by assuming the applicability to each Member of the highest combined effective marginal U.S. federal, state and local income tax rates, to the extent distributions otherwise cumulatively made or payable to a Member pursuant to Section 4.2.1 are insufficient to cover such tax liability (the "Tax Distributions"). The amount of such tax liability shall be calculated taking into account (i) the deductibility (to the extent allowed) of state and local income taxes for United States federal income tax purposes, (ii) the amount of cumulative Net Losses previously allocated promptly distributed to such Member in prior Fiscal Years and not used in prior Fiscal Years to reduce taxable income for the purpose of making distributions under this Section 4.2.5 (based on the assumption that taxable income or taxable loss from the Company is each Member's only taxable income or tax loss), (iii) the amount and character of the . In computing taxable income or loss allocated for purposes of this Section 5.03(e), items of income, gain, loss and deduction shall be determined (i) with or without regard to such Member any adjustments pursuant to Section 743 of the Code (in whole or arising In respect in part), in the sole discretion of its Interestthe Managing Member, and (ivii) such other reasonable assumptions as taking into account any allocations under Section 704(c) of the Manager(s) determines Code and the Treasury Regulations thereunder. A Tax Distribution to a Member in good faith to be appropriate. Tax Distributions respect of any LLC Unit shall be debited charged against current or future distributions to which such Member's Capital Account. Distributions pursuant to Member would otherwise have been entitled under this Section 4.2.5 5.03 or Section 12.02 in respect of such Unit; provided, however, all LLC Units shall be treated as participate in distributions to the Members made pursuant to Section 4.2.1 in 5.03 on a pro rata basis. Notwithstanding the order and priority specified therein. The amount distributable to foregoing, (A) any Member pursuant to Section 4.2(a) shall be reduced by any Tax Distributions made to such Member and not previously taken into account pursuant to this sentence. To the extent this Section 4.2.5 results in distributions other than in the ratio required by Section 4.2(a), the first distributions that are not made pursuant to this Section 4.2(e5.03(e) shall be made so to the Members on a pro rata basis in accordance with the number of each Member’s LLC Units over the total number of outstanding LLC Units, (B) to the extent of Available Cash, the pro rata amount to be distributed to each Member shall be calculated based on the distribution to the Member that would have the highest Tax Distribution under this Section 5.03(e) on a per-unit basis, calculated without regard to this sentence and (C) if there is insufficient Available Cash to make all of the distributions described in clause (B), the amount that would have been distributed to each Member pursuant to clause (B) shall be reduced on a pro rata basis. For the avoidance of doubt, whether a distribution is treated as to cause the aggregate distributions a Tax Distribution or a distribution pursuant to Section 4.2.15.03(b) is not intended to impact allocations or ultimate economic entitlement under this Agreement, including those made pursuant to and this Section 4.2(e), to be, as nearly as possible, in the ratio required by Section 4.2.1Agreement shall be interpreted consistent with such intent.

Tax Distributions. The Manager(s) maySubject to the Act and to any restrictions contained in any agreement to which the Company is bound and notwithstanding the provisions of Section 4.4(a), in hisno later than the tenth day of each March, herJune, or its sole discretionSeptember and December, the Company shall, to the extent of available cash, make a tax distribution to each Unitholder in an amount equal to the Company's Available Cash and excess of (i) the product of (A) the cumulative taxable income (including any guaranteed payments for services that are not actually received by such Unitholder in cash) attributable to the Unitholder’s investment as permitted reported on the Unitholder’s Schedule K-1 allocated by applicable law and any financing documents, cause the Company to distribute the Unitholder, in excess of the federal taxable loss carryforward deduction arising from such Unitholder’s investment in the Company (assuming that such carryforward was not applied against any non-Company income of such Unitholder) to the Members amounts sufficient extent that such loss carry forward deduction would be available to enable each Member to discharge offset such taxable income of a Unitholder from its income tax liability for each taxable year arising as a result of its ownership of an Interest, determined by assuming investment in the applicability to each Member of Company and (B) the highest combined effective marginal U.S. maximum federal, state and local marginal income tax rates, to the extent distributions otherwise cumulatively made or payable to a Member pursuant to Section 4.2.1 are insufficient to cover such tax liability rate (the "Tax Distributions"). The amount of such tax liability shall be calculated taking into account (i) the deductibility (to the extent allowed) of state and local income taxes and adjusted appropriately for United States federal income tax purposesvarying rates) applicable to individuals, over (ii) the amount of cumulative Net Losses previously allocated all prior distributions pursuant to such Member in prior Fiscal Years and not used in prior Fiscal Years to reduce taxable income for the purpose of making distributions under this Section 4.2.5 (based 4.4. All distributions made to a Unitholder pursuant to this Section 4.4(c) on the assumption that taxable income or taxable loss from the Company is each Member's only taxable income or tax loss), (iii) the amount and character account of the taxable income or loss allocated to such Member or arising In respect of its Interest, and (iv) such other reasonable assumptions as the Manager(s) determines in good faith to be appropriate. Tax Distributions shall be debited against such Member's Capital Account. Distributions pursuant to this Section 4.2.5 Unitholder shall be treated as advance distributions under Section 4.4(a) or Section 5.2 and shall be taken into account in determining the amount of future distributions to such Unitholder. For purposes of determining the Members amount of distributions to be made to the Unitholders pursuant to Section 4.2.1 in the order and priority specified therein. The amount distributable to any Member pursuant to 4.4(a) or Section 4.2(a) shall be reduced by any Tax Distributions made to such Member and not previously taken into account pursuant to this sentence. To the extent this Section 4.2.5 results in 5.2, distributions other than in the ratio required by Section 4.2(a), the first distributions that are not made pursuant to this Section 4.2(e4.4(c) shall be deemed made so at such time as to cause the aggregate they offset distributions being made pursuant to Section 4.2.1, including those made pursuant to this 4.4(a) or Section 4.2(e), to be, as nearly as possible, in the ratio required by Section 4.2.15.2.

Tax Distributions. The Manager(s) may, Notwithstanding anything to the contrary in his, her, or its sole discretionSection 5.1, to the extent funds of the Company may be legally available for Distribution by the Company under the Act and subject to any Financing Agreement and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Board deems necessary with respect to the reasonable business needs and obligations of the Company's Available Cash and as permitted by applicable law and any financing documents, the Board shall cause the Company to distribute make Distributions of cash (any such amount, a “Tax Distribution”) to the Members in amounts sufficient intended to enable each Member the Members (or any Person whose tax liability is determined by reference to the income of a Member) to discharge its income tax liability for each taxable year arising as a result of its ownership of an Interest, determined by assuming the applicability to each Member of the highest combined effective marginal U.S. their United States federal, state and local income tax ratesliabilities arising from the allocations made pursuant to this ARTICLE V, to taking into account, for the extent distributions otherwise cumulatively made or payable avoidance of doubt, any taxable loss of the Company allocated to a Member pursuant to Section 4.2.1 are insufficient to cover such tax liability (the "Tax Distributions"). The amount of such tax liability shall be calculated taking this Agreement for any prior taxable year not previously taken into account (i) the deductibility (for purposes of this Section 5.2, to the extent allowedsuch losses would be available under the Code to offset income of the Members (or, as appropriate, the direct or indirect partners or members of a Member) of state determined as if income and local income taxes for United States federal income tax purposes, (ii) the amount of cumulative Net Losses previously allocated to such Member in prior Fiscal Years and not used in prior Fiscal Years to reduce taxable income for the purpose of making distributions under this Section 4.2.5 (based on the assumption that taxable income or taxable loss from the Company is each were the only income and loss of such Member (or, as appropriate, the direct or indirect partners or members of such Member's only taxable income or tax loss) in such Fiscal Year and all prior Fiscal Years. For purposes of determining Tax Distributions under this Section 5.2, unless otherwise determined by the Board (in its sole discretion), (iiisuch determinations shall be made taking into account any allocations arising under Code Section 704(c) or adjustments arising from an election under Code Section 754. The amount distributable pursuant to this Section 5.2 shall be determined in the amount Board’s discretion, based on the Maximum Tax Rate and character of the taxable income or loss amounts allocated to such Member or arising In respect of its Interestthe Members, and (iv) otherwise based on such other reasonable assumptions as the Manager(s) determines in good faith to be appropriate. Tax Distributions shall be debited against such Member's Capital Account. Distributions pursuant to this Section 4.2.5 shall be treated as distributions to the Members pursuant to Section 4.2.1 in the order and priority specified thereinBoard determines. The amount distributable to any Member pursuant to Section 4.2(a) 5.1 shall not be reduced by any Tax Distributions made the amount distributed to such Member and not previously taken into account pursuant to this sentence. To the extent this Section 4.2.5 results in distributions other than in the ratio required by Section 4.2(a), the first distributions that are not made pursuant to this Section 4.2(e) shall be made so as to cause the aggregate distributions pursuant to Section 4.2.1, including those made pursuant to this Section 4.2(e), to be, as nearly as possible, in the ratio required by Section 4.2.15.2.

Tax Distributions. The Manager(s) may, in his, her, or its sole discretion, to the extent of the Company's Available Cash and as As permitted by applicable law and subject to any financing documentsapplicable restrictions in loan documents with the Company’s creditors, cause the Company shall use its best efforts to distribute to each Member within one hundred and eight (180) days after the Members amounts end of each Fiscal Year such part of its distributable profits as shall represent in cash an amount sufficient to enable each Member to discharge its income any foreign and local tax liability for each such taxable year (excluding penalties) arising as a result of its ownership of an Interesta Share, determined by assuming the applicability to each Member Share of the highest combined effective marginal U.S. federalFederal, state and local income tax rates, rates for any individual actually obligated to report on any tax returns income derived from the Company. To the extent distributions otherwise cumulatively made or payable to a Member pursuant to Section 4.2.1 3.2(b) are insufficient to cover such tax liability (liabilities, the "Tax Distributions"Company shall make cash distributions in amounts, that when added to the cash distributions otherwise payable pursuant to Section 3.2(b), shall equal such tax liability. The amount of such tax liability shall be calculated taking into account (i) the deductibility (to the extent allowed) of state foreign and local income taxes for United States federal income tax purposestaxes, (ii) the amount of net cumulative Net Losses tax loss previously allocated to such Member (and such Member's predecessor's) in prior Fiscal Years and not used in prior Fiscal Years to reduce taxable income for the purpose of making distributions under this Section 4.2.5 3.1 (based on the assumption that taxable income or taxable loss from the Company is each Member's only taxable income or tax loss), and (iii) the amount and character of the taxable income or loss allocated to such Member or arising In respect of its Interest, and (iv) such other reasonable assumptions as the Manager(s) determines in good faith to be appropriate. Tax Distributions shall be debited against such Member's Capital Account. Distributions pursuant to this Section 4.2.5 3.1 shall be treated as distributions to the Members pursuant to Section 4.2.1 in the order and priority specified therein3.2(b). The amount distributable to any Member pursuant to Section 4.2(a) shall be reduced by any Tax Distributions made to such Member and not previously taken into account pursuant to this sentence. To the extent this Section 4.2.5 results in Any distributions other than in the ratio required by Section 4.2(a), the first distributions that are not made pursuant to this Section 4.2(e) shall be made 3.1 are subject to the reasonably required needs of the Company, as determined by the Directors, to maintain sufficient funds for working capital and other business purposes so as not to cause impair the aggregate distributions pursuant ability of the Company to Section 4.2.1, including those made pursuant to this Section 4.2(e), to be, as nearly as possible, in the ratio required by Section 4.2.1continue its business operations.

Tax Distributions. The Manager(s) maySubject to the Act and to any restrictions contained in any agreement to which the Company is bound, in hisno later than the tenth day of each March, herJune, or its sole discretionSeptember and December, the Company shall, to the extent of available cash, make a tax distribution to each Unitholder in an amount equal to the Companyexcess of (i) the product of (A) the cumulative taxable income (including any guaranteed payments for services that are not actually received by such Unitholder in cash) attributable to the Unitholder's Available Cash and investment as permitted reported on the Unitholder's Schedule K-1 allocated by applicable law and any financing documents, cause the Company to distribute the Unitholder, in excess of the cumulative taxable loss attributable to the Members amounts sufficient Unitholder's investment as reported on the Unitholder's Schedule K-1 allocated by the Company to enable each Member to discharge its income tax liability for each taxable year arising as a result of its ownership of an Interest, determined by assuming the applicability to each Member of Unitholder and (B) the highest combined effective marginal U.S. maximum federal, state and local marginal income tax rates, to the extent distributions otherwise cumulatively made or payable to a Member pursuant to Section 4.2.1 are insufficient to cover such tax liability rate (the "Tax Distributions"). The amount of such tax liability shall be calculated taking into account (i) the deductibility (to the extent allowed) of state and local taxes and adjusted appropriately to take into account the varying rates applicable to capital gains, qualified dividend income taxes for United States federal income tax purposesand ordinary income) applicable to individual residents of New York, New York, over (ii) the amount of cumulative Net Losses previously allocated all prior distributions pursuant to such Member in prior Fiscal Years and not used in prior Fiscal Years to reduce taxable income for the purpose of making distributions under this Section 4.2.5 (based 4.4. All distributions made to a Unitholder pursuant to this Section 4.4(c) on the assumption that taxable income or taxable loss from the Company is each Member's only taxable income or tax loss), (iii) the amount and character account of the taxable income or loss allocated to such Member or arising In respect of its Interest, and (iv) such other reasonable assumptions as the Manager(s) determines in good faith to be appropriate. Tax Distributions shall be debited against such Member's Capital Account. Distributions pursuant to this Section 4.2.5 Unitholder shall be treated as advance distributions under Section 4.4(a) or Section 5.2 and shall be taken into account in determining the amount of future distributions to such Unitholder. For purposes of determining the Members amount of distributions to be made to the Unitholders pursuant to Section 4.2.1 in the order and priority specified therein. The amount distributable to any Member pursuant to 4.4(a) or Section 4.2(a) shall be reduced by any Tax Distributions made to such Member and not previously taken into account pursuant to this sentence. To the extent this Section 4.2.5 results in 5.2, distributions other than in the ratio required by Section 4.2(a), the first distributions that are not made pursuant to this Section 4.2(e4.4(c) shall be deemed made so at such time as to cause the aggregate they offset distributions being made pursuant to Section 4.2.1, including those made pursuant to this 4.4(a) or Section 4.2(e), to be, as nearly as possible, in the ratio required by Section 4.2.15.2.

Tax Distributions. The Manager(s) mayNotwithstanding the priority of Distributions in Section 4.1(a), in histhe Company will, her, or its sole discretion, to the extent consistent with any restrictions which may be imposed by any creditor of the Company's Available Cash and as permitted by Company or applicable law and any financing documentslaw, cause the Company to distribute to the Members amounts sufficient to enable each Member to discharge its income tax liability for each taxable year arising as a result of its ownership of an Interest, determined by assuming the applicability make Distributions to each Member in amounts such that, prior to April 15 of the highest combined effective marginal U.S. federaleach calendar year, state and local income tax rates, to the extent distributions otherwise cumulatively made or payable to a each Member has received Distributions (whether pursuant to this Section 4.2.1 are insufficient to cover such tax liability (4.1 or otherwise) in aggregate amounts which equal not less than the "Tax Distributions"). The amount sum for the immediately preceding Fiscal Year and for all prior Fiscal Years of such tax liability shall be calculated taking into account (i) the deductibility amount of taxable income allocated to such Member for such Fiscal Years, reduced by the amount of taxable losses allocated to such Member for such Fiscal Years, multiplied by (ii) the maximum aggregate marginal tax rate applicable to corporate taxpayers pursuant to the Code and any applicable state and/or local tax law in respect of income recognized during such immediately preceding Fiscal Year. The Company will use reasonable efforts to cause such Distributions to be made in a manner which permits such Members to use the proceeds of such Distributions to make on a timely basis all required estimated payments of income taxes in respect of the taxable income so allocated to them. The Distributions required by this Section 4.1(b) will be made without regard for the relative priorities and amounts set forth in Section 4.1(a). Distributions made pursuant to this Section 4.1(b) shall be taken into account as advances on Distributions made pursuant to Section 4.1(a), and shall (to the extent allowed) of state and local income taxes for United States federal income tax purposes, (ii) the amount of cumulative Net Losses previously allocated to such Member in prior Fiscal Years and not used in prior Fiscal Years to reduce taxable income for the purpose of making distributions under this Section 4.2.5 (based on the assumption that taxable income or taxable loss from the Company is each Member's only taxable income or tax loss), (iii) the amount and character of the taxable income or loss allocated to such Member or arising In respect of its Interest, and (iv) such other reasonable assumptions as the Manager(s) determines in good faith to be appropriate. Tax Distributions shall be debited against such Member's Capital Account. Distributions pursuant to this Section 4.2.5 shall be treated as distributions to the Members pursuant to Section 4.2.1 in the order and priority specified therein. The amount distributable to any Member pursuant to Section 4.2(a) shall be reduced by any Tax Distributions made to such Member and not previously taken into account pursuant to this sentence. To ) reduce the extent this Distributions to be made to any Member under Section 4.2.5 results in distributions other than in the ratio required by Section 4.2(a4.1(a), when and as paid by the first distributions that are not made pursuant to this Section 4.2(e) shall be made so as to cause the aggregate distributions pursuant to Section 4.2.1, including those made pursuant to this Section 4.2(e), to be, as nearly as possible, in the ratio required by Section 4.2.1Company.

Tax Distributions. The Manager(s) may, in his, her, or its sole discretion, to To the extent of the Company's there is Available Cash and therefor, as permitted determined by applicable law and any financing documentsthe Board of Directors, cause the Company to distribute to the Members amounts sufficient to enable each Member to discharge its income tax liability for each taxable year arising as a result shall make aggregate distributions of its ownership of an Interest, determined by assuming the applicability cash (“Minimum Tax Distributions”) to each Member for the period covering the fiscal year then ended in an amount, which when added to prior distributions made to such Member during such prior fiscal year (excluding therefrom Minimum Tax Distributions received by such Member allocable to the prior taxable year), will equal or exceed the amount of the highest combined effective marginal U.S. federal, state and local income tax ratespayable solely by reason of such Member’s distributive share, within the meaning of Section 704(b) of the Code, of the income, gain, loss and deductions of the Company, assuming for such purposes that (i) any such income and gain reduced by losses and deductions attributable to the extent Member by reason of its interest in the Company is subject to federal, state and local income tax at the maximum rate applicable to any person for the applicable year without reduction for deductions or credits not related to the activities of the Company and (ii) the distributive share of any unused deductions and losses of the Company allocated to a Member in prior taxable years are carried forward. The Board of Directors shall also cause the Company to make distributions otherwise cumulatively made from time to time during a fiscal year of the Company (which shall be treated as an advance of the amounts distributable pursuant to the preceding sentence with respect to the fiscal year) of amounts required by each Member to make payments of estimated taxes for federal, state or payable local income tax purposes. Any amount distributed to a Member pursuant to Section 4.2.1 are insufficient to cover such tax liability (the "Tax Distributions"). The amount of such tax liability this ‎Section 5.5 shall be calculated taking into account (i) treated as an advance against and, thus, shall reduce the deductibility (amount which such Member is otherwise entitled to receive thereafter pursuant to ‎Section 5.4 and ‎Section 7.3. If upon termination of a Member’s Interest in the extent allowed) Company or upon the winding up and liquidation of state the Company, a Member shall have received cumulative distributions pursuant to Section 5.4, Section 7.3 and local income taxes for United States federal income tax purposes, (ii) this ‎Section 5.5 in excess of the amount of cumulative Net Losses previously allocated distributions to which such Member in prior Fiscal Years would be entitled under ‎Section 5.4 and not used in prior Fiscal Years to reduce taxable income for the purpose of making distributions under ‎Section 7.3 (ignoring this Section 4.2.5 (based on the assumption that taxable income or taxable loss from the Company is each Member's only taxable income or tax loss‎Section 5.5), (iii) the amount and character of the taxable income or loss allocated to such Member or arising In respect of its Interest, and (iv) shall promptly repay such other reasonable assumptions as the Manager(s) determines in good faith to be appropriate. Tax Distributions shall be debited against such Member's Capital Account. Distributions pursuant to this Section 4.2.5 shall be treated as distributions excess to the Members pursuant to Section 4.2.1 in the order and priority specified therein. The amount distributable to any Member pursuant to Section 4.2(a) shall be reduced by any Tax Distributions made to such Member and not previously taken into account pursuant to this sentence. To the extent this Section 4.2.5 results in distributions other than in the ratio required by Section 4.2(a), the first distributions that are not made pursuant to this Section 4.2(e) shall be made so as to cause the aggregate distributions pursuant to Section 4.2.1, including those made pursuant to this Section 4.2(e), to be, as nearly as possible, in the ratio required by Section 4.2.1Company.

Tax Distributions. The Manager(sManaging Member shall (solely to the extent of any Available Cash) maycause the Company, no later than five days prior to the date on which U.S. federal corporate quarterly estimated tax payments are due for a taxpayer with a taxable year ending on December 31, to make a distribution (a “Tax Distribution”) to each Member in hisan amount equal to the excess of (A) the product of (i) the estimated net taxable income allocable to such Member, herfor such taxable year through the end of such period, and (ii) the Assumed Income Tax Rate, over (B) distributions previously made to such Member pursuant to this Section 5.03 or its sole discretionSection 12.02 with respect to the taxable year. A final accounting for Tax Distributions shall be made after the allocation of the Company’s actual net taxable income or loss has been determined for a taxable year (or applicable portion thereof) and any shortfall in the amount of Tax Distributions a Member received for such taxable year based on such final accounting shall, to the extent of the Company's Available Cash and as permitted by applicable law and any financing documentsCash, cause the Company to distribute to the Members amounts sufficient to enable each Member to discharge its income tax liability for each taxable year arising as a result of its ownership of an Interest, determined by assuming the applicability to each Member of the highest combined effective marginal U.S. federal, state and local income tax rates, to the extent distributions otherwise cumulatively made or payable to a Member pursuant to Section 4.2.1 are insufficient to cover such tax liability (the "Tax Distributions"). The amount of such tax liability shall be calculated taking into account (i) the deductibility (to the extent allowed) of state and local income taxes for United States federal income tax purposes, (ii) the amount of cumulative Net Losses previously allocated promptly distributed to such Member in prior Fiscal Years and not used in prior Fiscal Years to reduce taxable income for the purpose of making distributions under this Section 4.2.5 (based on the assumption that taxable income or taxable loss from the Company is each Member's only taxable income or tax loss), (iii) the amount and character of the . In computing taxable income or loss allocated for purposes of this Section 5.03(e), items of income, gain, loss and deduction shall be determined (i) with or without regard to such Member any adjustments pursuant to Section 743 of the Code (in whole or arising In respect in part), in the sole discretion of its Interestthe Managing Member, and (ivii) such other reasonable assumptions as taking into account any allocations under Section 704(c) of the Manager(s) determines Code and the Treasury Regulations thereunder. A Tax Distribution to a Member in good faith to be appropriate. Tax Distributions respect of any LLC Unit shall be debited charged against current or future distributions to which such Member's Capital Account. Distributions pursuant to Member would otherwise have been entitled under this Section 4.2.5 5.03 or Section 12.02 in respect of such Unit; provided, however, all LLC Units shall be treated as participate in distributions to the Members made pursuant to Section 4.2.1 in 5.03 on a pro rata basis. Notwithstanding the order and priority specified therein. The amount distributable to foregoing, (A) any Member pursuant to Section 4.2(a) shall be reduced by any Tax Distributions made to such Member and not previously taken into account pursuant to this sentence. To the extent this Section 4.2.5 results in distributions other than in the ratio required by Section 4.2(a), the first distributions that are not made pursuant to this Section 4.2(e5.03(e) shall be made so as to cause the aggregate Members on a pro rata basis in accordance with the number of each Member’s LLC Units over the total number of outstanding LLC Units, (B) to the extent of Available Cash, the pro rata amount to be distributed to each Member shall be calculated based on the distribution to the Member that would have the highest Tax Distribution under this Section 5.03(e) on a per-unit basis, calculated without regard to this sentence and (C) if there is insufficient Available Cash to make all of the distributions described in clause (B), the amount that would have been distributed to each Member pursuant to Section 4.2.1clause (B) shall be reduced on a pro rata basis; and provided, including those made further, that notwithstanding the foregoing the Company shall not be required to make any distribution pursuant to this Section 4.2(e), 5.03(e) with respect to be, as nearly as possible, any Corresponding Company Units or other Units that have not vested if the Company has not allocated any income in the ratio required by applicable taxable period to such Units. For the avoidance of doubt, whether a distribution is treated as a Tax Distribution or a distribution pursuant to Section 4.2.1.5.03(b) is not intended to impact allocations or ultimate economic entitlement under this Agreement, and this Agreement shall be interpreted consistent with such intent. WEIL:\98074461\9\40590.0003