Coach 2013 Annual Report Download - page 169

(iv) Any elections or other decisions relating to such allocations shall be made by the Members in any manner that
reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.1(e) are solely for purposes of federal, state, and local
taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items, or
distributions pursuant to any provisions of this Agreement.
(f) The provisions set forth in this Article 5 governing Company allocations are intended to comply with the requirements of Code
Sections 704(b) and 704(c) and the Regulations that have been or may be promulgated thereunder, consistent with Section 1.8, and shall be interpreted and
applied in a manner consistent therewith. If, in the reasonable opinion of the Members, the allocations of income, gain, loss and/or expense provided for herein
do not comply with the preceding sentence, then, notwithstanding anything to the contrary contained in this Agreement, such allocations shall be modified in
such manner as the Members, collectively, reasonably determine is necessary to satisfy the relevant provisions of the Code and/or Treasury Regulations so as
to carry out the intention expressed in Section 1.8 that each Member shall be treated as the beneficial owner of its respective Unit or Units (and the Leasehold
Estate with respect thereto).
ARTICLE 6
DISTRIBUTION OF CASH; INSURANCE PROCEEDS
AND CONDEMNATION AWARDS
6.1. Distribution of Cash.
(a) Subject to Section 4.3, each Member shall be entitled to receive and keep one hundred percent (100%) of the Cash Flow From a
Unit attributable to the Unit that such Member has a beneficial ownership interest in (or the portion of the Project to become such Unit, including, for the
avoidance of doubt, the Leasehold Estate with respect to such Unit). In the event the Company realizes any Cash Flow From a Unit, it shall remit such Cash
Flow From a Unit to the Member having a beneficial ownership interest in or ownership of such Unit promptly upon receipt of same (in each case subject to
the provisions of Section 4.3). In the event the Company realizes any Cash Flow From the Building ( e.g., advertising on the sidewalk bridge or similar
elements during construction), it shall (i) first allocate such revenues among the Units in accordance with the Percentage Interest of the Members in the
Company, and (ii) then apply the portion of such revenues so allocated among the Units in accordance with each Member’s applicable Allocable Share to the
respective Project Costs of each Member ( i.e., with respect to the Coach Member, such revenues shall be applied towards Coach Total Development Costs
subject to and in accordance with the provisions of the Development Agreement, and with respect to the Fund Member, such revenues shall be applied towards
other Project Costs).
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