Common use of Basis Adjustment Attributable to a Taxable Exchange Clause in Contracts

Basis Adjustment Attributable to a Taxable Exchange. Pursuant to a Taxable Exchange, (i) to the extent an Exchangeable Holder effected a Taxable Exchange and held its Lazard Group interests through LAZ-MD, LAZ-MD distributed to such Exchangeable Holder all or a portion of LAZ-MD’s Lazard Group interests attributable to such Exchangeable Holder in redemption of all or a portion of the exchangeable interests of such Exchangeable Holder in LAZ-MD and (ii) the Exchangeable Holder transferred its interests in Lazard Group to the Ltd Exchanging Subsidiaries in exchange for shares of Lazard. The number of Lazard shares transferred by each Ltd Exchanging Subsidiary to an Exchangeable Holder pursuant to a Taxable Exchange was determined in proportion to each such subsidiary’s respective interests in Lazard Group on the applicable Exchange Date. An Exchangeable Holder that effected a Taxable Exchange recognized gain, if any, for U.S. Federal income tax purposes on the Exchange Date under Section 741 of the Code in an amount equal to the excess of (i) the fair market value of the Lazard shares received in the Taxable Exchange over (ii) the Exchangeable Holder’s basis in its Lazard Group interests transferred to the Ltd Exchanging Subsidiaries pursuant to the Taxable Exchange. For purposes of this Agreement, the fair market value of the Lazard shares received in the Taxable Exchange was the trading value of such shares at the close of business on the Exchange Date. With respect to each Taxable Exchange, each Ltd Exchanging Subsidiary’s share of the basis in the Exchange Assets was increased by the excess, if any, of (i) the fair market value of the Lazard shares transferred to the Exchangeable Holder pursuant to the Taxable Exchange over (ii) the Ltd Exchanging Subsidiary’s proportionate share of the basis of the Exchange Assets immediately after the Taxable Exchange attributable to the Lazard Group interests exchanged. The Ltd Exchanging Subsidiaries and the Exchangeable Holders, pursuant to the LMDC Operating Agreement, shall treat such gain and Basis Adjustment as occurring entirely on the Exchange Date unless there is a Determination to the contrary. The Ltd Exchanging Subsidiaries and the Exchangeable Holders, pursuant to the LMDC Operating Agreement, agreed that, for U.S. Federal income tax purposes, this Agreement is treated as additional consideration paid to the Exchangeable Holders in the Exchange (and immediately assigned by the Exchangeable Holders to LMDC). By assigning this Agreement to LMDC, the Exchangeable Holders relinquished all rights, title and interest under this Agreement. Notwithstanding any other provision of this Agreement, (i) the fair market value of the right to receive payments under this Agreement shall not be taken into account in determining the Basis Adjustment resulting on any Exchange Date and (ii) the payments of principal under this Agreement related to any Taxable Exchange shall not be treated as resulting in a Basis Adjustment until such payments are made.

Basis Adjustment Attributable to a Taxable Exchange. Pursuant to a Taxable Exchange, (i) to the extent an Exchangeable Holder effected effecting a Taxable Exchange and held holds its Lazard Group interests through LAZ-MD, LAZ-MD distributed will distribute to such Exchangeable Holder all or a portion of LAZ-MD’s Lazard Group interests attributable to such Exchangeable Holder in redemption of all or a portion of the exchangeable interests of such Exchangeable Holder in LAZ-MD and (ii) the Exchangeable Holder transferred will transfer its interests in Lazard Group to the Ltd Exchanging Subsidiaries in exchange for shares of Lazard. The number of Lazard shares transferred by each Ltd Exchanging Subsidiary to an Exchangeable Holder pursuant to a Taxable Exchange was will be determined in proportion to each such subsidiary’s respective interests in Lazard Group on the applicable Exchange Date. An The Ltd Exchanging Subsidiaries and LFCM hereby agree that an Exchangeable Holder that effected effecting a Taxable Exchange recognized shall recognize gain, if any, for U.S. Federal income tax purposes on the Exchange Date under Section 741 of the Code in an amount equal to the excess of (i) the fair market value of the Lazard shares received in the Taxable Exchange over (ii) the Exchangeable Holder’s basis in its Lazard Group interests transferred to the Ltd Exchanging Subsidiaries pursuant to the Taxable Exchange. For purposes of this Agreement, the Ltd Exchanging Subsidiaries and LFCM hereby agree that the fair market value of the Lazard shares received in the Taxable Exchange was shall mean the trading value of such shares at the close of business on the Exchange Date. With The Ltd Exchanging Subsidiaries and LFCM further agree that, with respect to each Taxable Exchange, each Ltd Exchanging Subsidiary’s share of the basis in the Exchange Assets was shall be increased by the excess, if any, of (i) the fair market value of the Lazard shares transferred to the Exchangeable Holder pursuant to the Taxable Exchange over (ii) the Ltd Exchanging Subsidiary’s proportionate share of the basis of the Exchange Assets immediately after the Taxable Exchange attributable to the Lazard Group interests exchanged. The Ltd Exchanging Subsidiaries and the Exchangeable Holders, pursuant to the LMDC LFCM Operating Agreement, shall will treat such gain and Basis Adjustment as occurring entirely on the Exchange Date unless there is a Determination to the contrary. The Ltd Exchanging Subsidiaries and the Exchangeable Holders, pursuant to the LMDC LFCM Operating Agreement, agreed agree that, for U.S. Federal income tax purposes, this Agreement is treated as additional consideration paid to the Exchangeable Holders in the Exchange (and immediately assigned by the Exchangeable Holders to LMDCLFCM). By assigning this Agreement to LMDCLFCM, the Exchangeable Holders relinquished relinquish all rights, title and interest under this Agreement. Notwithstanding any other provision of this Agreement, the Ltd Exchanging Subsidiaries and LFCM (i) shall not take into account the fair market value of the right to receive payments under this Agreement shall not be taken into account in determining the Basis Adjustment resulting on any Exchange Date and (ii) shall not treat the payments of principal under this Agreement related to any Taxable Exchange shall not be treated as resulting in a Basis Adjustment until such payments are made.

Basis Adjustment Attributable to a Taxable Exchange. Pursuant to a Taxable Exchange, (i) to the extent an Exchangeable Holder effected effecting a Taxable Exchange and held holds its Lazard Group interests through LAZ-MD, LAZ-MD distributed will distribute to such Exchangeable Holder all or a portion of LAZ-MD’s Lazard Group interests attributable to such Exchangeable Holder in redemption of all or a portion of the exchangeable interests of such Exchangeable Holder in LAZ-MD and (ii) the Exchangeable Holder transferred will transfer its interests in Lazard Group to the Ltd Exchanging Subsidiaries in exchange for shares of Lazard. The number of Lazard shares transferred by each Ltd Exchanging Subsidiary to an Exchangeable Holder pursuant to a Taxable Exchange was will be determined in proportion to each such subsidiary’s respective interests in Lazard Group on the applicable Exchange Date. An The Ltd Exchanging Subsidiaries and LFCM hereby agree that an Exchangeable Holder that effected effecting a Taxable Exchange recognized shall recognize gain, if any, for U.S. Federal income tax purposes on the Exchange Date under Section 741 of the Code in an amount equal to the excess of (i) the fair market value of the Lazard shares received in the Taxable Exchange over (ii) the Exchangeable Holder’s basis in its Lazard Group interests transferred to the Ltd Exchanging Subsidiaries pursuant to the Taxable Exchange. For purposes of this Agreement, the Ltd Exchanging Subsidiaries and LFCM hereby agree that the fair market value of the Lazard shares received in the Taxable Exchange was shall mean the trading value of such shares at the close of business on the Exchange Date. With The Ltd Exchanging Subsidiaries and LFCM further agree that, with respect to each Taxable Exchange, each Ltd Exchanging Subsidiary’s share of the basis in the Exchange Assets was shall be increased by the excess, if any, of (i) the fair market value of the Lazard shares transferred to the Exchangeable Holder pursuant to the Taxable Exchange over (ii) the Ltd Exchanging Subsidiary’s proportionate share of the basis of the Exchange Assets immediately after the Taxable Exchange attributable to the Lazard Group interests exchanged. The Ltd Exchanging Subsidiaries and the Exchangeable Holders, pursuant to the LMDC LFCM Operating Agreement, shall will treat such gain and Basis Adjustment as occurring entirely on the Exchange Date unless there is a Determination to the contrary. The Ltd Exchanging Subsidiaries and the Exchangeable Holders, pursuant to the LMDC LFCM Operating Agreement, agreed agree that, for U.S. Federal income tax purposes, the right to receive payments under this Agreement is shall be treated as additional consideration paid to the Exchangeable Holders in the Exchange (and immediately assigned by the Exchangeable Holders to LMDCLFCM). By assigning the right to receive payments under this Agreement to LMDCLFCM, the Exchangeable Holders relinquished relinquish all rights, title and interest under this Agreement. Notwithstanding any other provision of this Agreement, the Ltd Exchanging Subsidiaries and LFCM (i) shall not take into account the fair market value of the right to receive payments under this Agreement shall not be taken into account in determining the Basis Adjustment resulting on any Exchange Date and (ii) shall not treat the payments of principal under this Agreement related to any Taxable Exchange shall not be treated as resulting in a Basis Adjustment until such payments are made.

Basis Adjustment Attributable to a Taxable Exchange. Pursuant to a Taxable Exchange, (i) to the extent an Exchangeable Holder effected effecting a Taxable Exchange and held holds its Lazard Group interests through LAZ-MD, LAZ-MD distributed will distribute to such Exchangeable Holder all or a portion of LAZ-MD’s Lazard Group interests attributable to such Exchangeable Holder in redemption of all or a portion of the exchangeable interests of such Exchangeable Holder in LAZ-MD and (ii) the Exchangeable Holder transferred will transfer its interests in Lazard Group to the Ltd Exchanging Subsidiaries in exchange for shares of Lazard. The number of Lazard shares transferred by each Ltd Exchanging Subsidiary to an Exchangeable Holder pursuant to a Taxable Exchange was will be determined in proportion to each such subsidiary’s respective interests in Lazard Group on the applicable Exchange Date. An The Ltd Exchanging Subsidiaries and LFCM hereby agree that an Exchangeable Holder that effected effecting a Taxable Exchange recognized shall recognize gain, if any, for U.S. Federal income tax purposes on the Exchange Date under Section 741 of the Code in an amount equal to the excess of (i) the fair market value of the Lazard shares received in the Taxable Exchange over (ii) the Exchangeable Holder’s basis in its Lazard Group interests transferred to the Ltd Exchanging Subsidiaries pursuant to the Taxable Exchange. For purposes of this Agreement, the Ltd Exchanging Subsidiaries and LFCM hereby agree that the fair market value of the Lazard shares received in the Taxable Exchange was shall mean the trading value of such shares at the close of business on the Exchange Date. With The Ltd Exchanging Subsidiaries and LFCM further agree that, with respect to each Taxable Exchange, each Ltd Exchanging Subsidiary’s share of the basis in the Exchange Assets was shall be increased by the excess, if any, of (i) the fair market value of the Lazard shares transferred to the Exchangeable Holder pursuant to the Taxable Exchange over (ii) the Ltd Exchanging Subsidiary’s proportionate share of the basis of the Exchange Assets immediately after the Taxable Exchange attributable to the Lazard Group interests exchanged. The Ltd Exchanging Subsidiaries and the Exchangeable Holders, pursuant to the LMDC LFCM Operating Agreement, shall will treat such gain and Basis Adjustment basis adjustment as occurring entirely on the Exchange Date unless there is a Determination to the contrary. The Ltd Exchanging Subsidiaries and the Exchangeable Holders, pursuant to the LMDC Operating Agreement, agreed that, for U.S. Federal income tax purposes, this Agreement is treated as additional consideration paid to the Exchangeable Holders in the Exchange (and immediately assigned by the Exchangeable Holders to LMDC). By assigning this Agreement to LMDC, the Exchangeable Holders relinquished all rights, title and interest under this Agreement. Notwithstanding any other provision of this Agreement, (i) the fair market value of the right to receive payments under this Agreement shall not be taken into account in determining the Basis Adjustment resulting on any Exchange Date and (ii) the payments of principal under this Agreement related to any Taxable Exchange shall not be treated as resulting in a Basis Adjustment until such payments are made.