(c) The allocations described in (a) and (b) above shall be made
in accordance with Regulations Section 1.704-3 using the Traditional Method
except as otherwise specified in Schedule 6.7.1.
6.7.2 Tax Credits. Tax credits, if any, shall be allocated among the
Members in proportion to their Percentage Interests.
6.7.3 Excess Nonrecourse Liabilities. Solely for purposes of
determining a Member's share of the "excess nonrecourse liabilities" of the
Company within the meaning of Regulations Section 1.752-3(a)(3), the Members'
interests in Company profits are in proportion to their Percentage Interests.
6.8 Obligations of Members to Report Consistently. The Members are aware of
the income tax consequences of the allocations made by this Article VI and
hereby agree to be bound by the provisions of this Article VI in reporting their
shares of Company income and loss for income tax purposes.
6.9 Distributions by the Company to Members. Prior to the occurrence of any
event specified in Section 9.1, and subject to availability of funds, applicable
law, and any limitations contained elsewhere in this Agreement:
6.9.1 Mandatory Tax Distributions. Not later than ninety (90) days
after the end of each calendar year, the Company shall declare and pay aggregate
distributions during the period commencing on January 1 of such year (but
excluding distributions mandated under this Section 6.9.1 with respect to prior
years) to the Common Members, in accordance with their respective Percentage
Interests, until each such Member, in the reasonable judgment of the Manager,
has received an amount sufficient to enable such Member to fund such Member's
federal, state, and local income tax liability (calculated using the highest
nominal, marginal federal, state, and local income tax rates then imposed on
ordinary income of individual taxpayers residing in New York City, with
appropriate adjustments for the federal tax benefits from state and local taxes)
attributable to such Member's respective share of the estimated taxable income
of the Company for such period.
6.9.2 Net Cash From Operations and Net Cash From Sales or Refinancings.
Net Cash From Operations and Net Cash From Sales or Refinancings may be
distributed at such times and in such amounts as may be approved by the Manager,
to Common Members in proportion to their respective Percentage Interests.
6.10 Advances or Drawings. Distributions of money and property shall be
treated as advances or drawings of money or property against a Member's
distributive share of income and as current distributions made on the last day
of the Company's taxable year with respect to such Member.
6.11 Distributees; Liability for Distributions. All distributions made
pursuant to Section 6.9 shall be made only to the Persons who, according to the
books and records of the Company, hold the Membership Interests in respect of
which such distributions are made on the actual date of distribution. Neither
the Company nor any Member, Manager, or officer shall incur any liability for
making distributions in accordance with Section 6.9.