Estate of Anna Mirowski, Deceased, Ginat W. Mirowski and Ariella Rosengard, Personal Representatives - Page 89




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                                     SECTION IV                                       
                           Profit, Loss and Distributions                             
                    4.1.  Distributions of Cash Flow and Allocations                  
               of Profit or Loss Other than Capital Transactions.                     
                         4.1.1.  Profit or Loss other than from a                     
               Capital Transaction.  After giving effect to the                       
               special allocations [for purposes of subchapter K of                   
               the Internal Revenue Code] set forth in Section 4.3,                   
               for any taxable year of the Company, Profit or Loss                    
               (other than Profit or Loss resulting from a Capital                    
               Transaction, which Profit or Loss shall be allocated in                
               accordance with the provisions of Section 4.2.1. and                   
               4.2.2.) shall be allocated to the Interest Holders in                  
               proportion to their Percentages.                                       
                         4.1.2.  Distributions of Cash Flow.  Cash                    
               Flow for each taxable year of the Company shall be                     
               distributed to the Interest Holders in proportion to                   
               their Percentages no later than seventy-five (75) days                 
               after the end of the taxable year.                                     
                    4.2.  Distribution of Capital Proceeds and                        
               Allocation of Profit or Loss from Capital Transactions.                
                         4.2.1.  Profit.  After giving effect to the                  
               special allocations [for purposes of subchapter K of                   
               the Internal Revenue Code] set forth in Section 4.3,                   
               Profit from a Capital Transaction shall be allocated as                
               follows:                                                               
                              4.2.1.1.  If one or more Interest                       
               Holders has a Negative Capital Account, to those                       
               Interest Holders, in proportion to their Negative                      
               Capital Accounts, until all of those Negative Capital                  
               Accounts have been reduced to zero.                                    
                              4.2.1.2.  Any Profit not allocated                      
               pursuant to Section 4.2.1.1 shall be allocated to the                  
               Interest Holders in proportion to, and to the extent                   
               of, the amounts distributable to them pursuant to                      
               Section 4.2.3.4.1. and 4.2.3.4.3                                       
                              4.2.1.3.  Any Profit in excess of the                   
               foregoing allocation shall be allocated to the Interest                
               Holders in proportion to their Percentages.                            







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Last modified: March 27, 2008