Common use of Allocations for Tax Purposes Clause in Contracts

Allocations for Tax Purposes. (a) Except as otherwise provided herein, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1. (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in the manner provided under Section 704(c) of the Code that takes into account the variation between the Agreed Value of such property and its adjusted basis at the time of contribution; and (B) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. (ii) (A) In the case of an Adjusted Property, such items attributable thereto shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Book-Tax Disparity of such property, and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A); and (B) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. (iii) The General Partner may cause the Partnership to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration of the Partnership, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Units (or any class or classes thereof); and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) Except as otherwise provided herein, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1. (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in the manner provided under Section 704(c) of the Code that takes into account the variation between the Agreed Value of such property and its adjusted basis at the time of contribution; and (B) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. (ii) (A) In the case of an Adjusted Property, such items attributable thereto shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Book-Tax Disparity of such property, and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A); and (B) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. (iii) The General Partner may cause the Partnership to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration of the Partnership, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Units (or any class or classes thereof); and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Treasury Regulations thereunder.

Allocations for Tax Purposes. (a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners Members in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.16.1 and Section 6.2. (b) In With respect to any Contributed Property or Adjusted Property with a Book-Tax Disparity, the Company shall adopt the “remedial allocation method” described in Regulations § 1.704-3(d), and consistent therewith and in an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall will be allocated for U.S. federal income tax purposes among the Partners Members as follows: (i) (A) In the case of a Contributed Property, (A) such items of income, gain, loss, depreciation, amortization and cost recovery deductions attributable thereto shall will be allocated among the Partners Members in the manner provided under Code Section 704(c) of and Regulations § 1.704-3(d) (i.e., the Code “remedial allocation method”) that takes into account the variation between the Agreed Value of such property and its adjusted basis at the time of contribution; and (B) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall will be allocated among the Partners Members in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.16.1 and Section 6.2. (ii) (A) In the case of an Adjusted Property, (A) such items attributable thereto shall will (1) first, be allocated among the Partners Members in a manner consistent with the principles of Code Section 704(c) of and Regulations § 1.704-3(d) (i.e., the Code “remedial allocation method”) to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such propertyproperty and the allocations thereof pursuant to Section 5.8(d), and (2) second, in the event such property Adjusted Property was originally a Contributed Property, be allocated among the Partners Members in a manner consistent with Section 6.2(b)(i)(A6.3(b)(i)(A); and (B) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall will be allocated among the Partners Members in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. (iii) The General Partner may cause the Partnership to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation 6.1 and Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion6.2. (c) For the proper administration of the PartnershipCompany, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may Company shall (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; and (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Code Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Units (or any class or classes thereof); and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c). The Company may adopt such conventions, 734 make such allocations and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under make such amendments to this Agreement and pursuant to as provided in this Section 6.3(c) only if such conventions, allocations or amendments are consistent with the Code, (D) the determination principles of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer softwareCode Section 704. (d) In accordance with Regulations §§ 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Company property or asset will, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 6.3, be characterized as Recapture Income in the same proportions and the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. (e) All items of income, gain, loss, deduction and credit recognized by the Partnership Company for U.S. federal income tax purposes and allocated to the Partners Members in accordance with the provisions hereof shall be determined without regard to any election under Code Section 754 of the Code that which may be made by the PartnershipCompany; provided, however, that such allocations, once made, shall be adjusted (in the any manner determined by the General Partner in its sole and absolute discretionBoard) to take into account those adjustments permitted or required by Code Sections 734 and 743 of the Code743. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, which is recognized by the Company for U.S. federal income tax purposes, purposes will be allocated among the Partners Members in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1Sections 6.1 and 6.2. (b) In With respect to any Contributed Property or Adjusted Property with a Book-Tax Disparity, the Company shall adopt the “remedial allocation method” described in Regulations § 1.704-3(d) to eliminate the distortions caused by the “ceiling rule” (under Code Section 704(c) and the Regulations promulgated thereunder), and consistent therewith and in an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall will be allocated for U.S. federal income tax purposes among the Partners Members as follows: (i) (A) In the case of a Contributed Property, such items attributable thereto shall will be allocated among the Partners Members in the manner provided under Code Section 704(c) of and Regulations § 1.704-3(d) (i.e. the Code that takes into account “remedial allocation method”) to eliminate the variation between the Agreed Value Book-Tax Disparity of such property and its adjusted basis at the time of contributionContributed Property; and (B) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall will be allocated among the Partners Members in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1Sections 6.1 and 6.2. (ii) (A) In the case of an Adjusted Property, such items attributable thereto shall will (1) first, be allocated among the Partners Members in a manner consistent with the principles of Code Section 704(c) and Regulations §1.704-3(d) (i.e. the “remedial allocation method”) to eliminate the remaining portion of the Code to take into account the Book-Tax Disparity of such property, Adjusted Property that is attributable to the adjustment of its Agreed Value pursuant to the definition of “Agreed Value” and (2) second, in the event such property Adjusted Property was originally a Contributed Property, be allocated among the Partners Parties in a manner consistent with Section 6.2(b)(i)(A)6.3(b)(i)(A) to eliminate the portion of the remaining Book-Tax Disparity of such Adjusted Property that existed at the time of its contribution to the Company; and (B) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall will be allocated among the Partners Members in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. (iii) The General Partner may cause the Partnership to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole Sections 6.1 and absolute discretion6.2. (c) For the proper administration of the PartnershipCompany, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) Company will adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for provided, that such depreciation, amortization and cost recovery methods will be the most accelerated methods allowed under federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Units (or any class or classes thereof); and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer softwarelaws. (d) Any gain allocated to the Members upon the sale or other taxable disposition of any Company property or asset will, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 6.3 be characterized as Recapture Income in the same proportions and the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. (e) All items of income, gain, loss, deduction and credit recognized by the Partnership Company for U.S. federal income tax purposes and allocated to the Partners Members in accordance with the provisions hereof shall be determined without regard to any election under Code Section 754 of the Code that (other than any change in Capital Account balance pursuant to Regulations § 1.704-1(b)(2)(iv)(m)) which may be made by the PartnershipCompany; provided, however, that such allocations, once made, shall be adjusted (in the any manner determined by the General Partner in its sole and absolute discretionBoard) to take into account those adjustments permitted or required by Code Sections 734 and 743 of the Code743. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (Aa) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in consistent with the manner provided under principles of Section 704(c) of the Code that takes to take into account the variation between the Agreed 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and and (Bb) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such property, property and the allocations thereof pursuant to Exhibit B; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A); and (B2.B(1) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. (iii) The General Partner may cause the Partnership to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration of the Partnership, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductionsExhibit C; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Units (or any class or classes thereof); and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.and

Allocations for Tax Purposes. (a) Except as otherwise provided herein, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, among the Partners in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Section 6.1. (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in the manner provided under Section 704(c) of the Code that takes into account the variation between the Agreed Value of such property and its adjusted basis at the time of contribution; and (B) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1. (ii) (A) In the case of an Adjusted Property, such items attributable thereto shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Book-Tax Disparity of such property, and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A); and (B) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1. (iii) The General Partner may cause the Partnership to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration of the Partnership, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Units (or any class or classes thereof); and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (Aa) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in Partners, consistent with the manner provided under principles of Section 704(c) of the Code that takes and the Regulations thereunder, to take into account the variation between the Agreed 704(c) Value of such property and its adjusted basis at the time of contribution; and and (Bb) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of 704(c)of the Code and the Regulations thereunder to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such property, property and the allocations thereof pursuant to Exhibit B; and (2b) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A)2.B(1) of this Exhibit C; and and (Bc) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1. (iii) The General Partner may cause the Partnership to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration 6.1 of the Partnership, the General Partner, as it determines in its sole Agreement and absolute discretion is necessary or appropriate to execute the provisions Section 1 of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining Exhibit C. C. To the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend extent that the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or promulgated pursuant to Section 704(c) of the Code or (y) otherwise permit the Partnership to preserve or achieve uniformity utilize alternative methods to eliminate the disparities between the Carrying Value of the Units (or any class or classes thereof); property and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax its adjusted basis, (G) the allocation of asset values and tax basis, (H) General Partner shall have the adoption and maintenance of accounting methods, (I) authority to elect the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized method to be used by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof such election shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Codebinding on all Partners. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (Aa) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in consistent with the manner provided under principles of Section 704(c) of the Code that takes and the Regulations thereunder to take into account the variation between the Agreed 704(c) Value of such property and its adjusted basis at the time of contribution; and (Bb) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code and the Regulations thereunder to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such propertyproperty and the allocations thereof pursuant to Exhibit B, and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A)2.B(1) of this Exhibit C; and (Bb) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (iii3) The General Partner may cause all other items of income, gain, loss and deduction shall be allocated among the Partnership Partners the same manner as their correlative item of "book" gain or loss is allocated pursuant to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration 6.1 of the Partnership, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining Section 1 of the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend Exhibit C. C. To the provisions of this Agreement as appropriate (x) to reflect extent that the proposal or promulgation of Treasury Regulations under Section 704(b) or promulgated pursuant to Section 704(c) of the Code or (y) otherwise permit the Partnership to preserve or achieve uniformity utilize alternative methods to eliminate the disparities between the Carrying Value of the Units (or any class or classes thereof); property and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax its adjusted basis, (G) the allocation of asset values and tax basis, (H) General Partner shall have the adoption and maintenance of accounting methods, (I) authority to elect the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized method to be used by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof such election shall be determined without regard to any election binding on all Partners. It is anticipated that the General Partner will elect the "traditional method" under Section 754 704(c) of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any periodproperty contributed as of January 26, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder1994.

Allocations for Tax Purposes. (a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Section 6.1SECTIONS 5.1 THROUGH 5.5. (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in the manner provided under Section 704(c) of the Code that takes into account the variation between the Agreed Value of such property Contributed Property and its adjusted basis at the time of contribution; and (B) except as otherwise provided in SECTION 5.6(b)(iv), any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1SECTIONS 5.1 THROUGH 5.5. (ii) (A) In the case of an Adjusted Property, such items attributable thereto shall (1) firstFIRST, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such propertyproperty and the allocations thereof pursuant to SECTION 3.5(d) OR 3.5(e), and (2) secondSECOND, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(ASECTION 5.6(b)(i); and (B) except as otherwise provided in SECTION 5.6(b)(iv), any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1SECTIONS 5.1 THROUGH 5. (iii) The General Partner may cause the Partnership to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration of the Partnership, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Units (or any class or classes thereof); and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (Aa) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in Partners, consistent with the manner provided under principles of Section 704(c) of the Code that takes and the Regulations thereunder, to take into account the variation between the Agreed 704(c) Value of such property and its adjusted basis at the time of contribution; and and (Bb) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code and the Regulations thereunder to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such property, property and the allocations thereof pursuant to Exhibit B; and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A)2.B(1) of this Exhibit C; and and (Bb) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is 80 allocated pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners the same manner as their correlative item of "book" gain or loss is allocated pursuant to Section 6.1. (iii) The General Partner may cause the Partnership to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration 6.1 of the Partnership, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining Section 1 of the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend Exhibit C. C. To the provisions of this Agreement as appropriate (x) to reflect extent that the proposal or promulgation of Treasury Regulations under Section 704(b) or promulgated pursuant to Section 704(c) of the Code or (y) otherwise permit the Partnership to preserve or achieve uniformity utilize alternative methods to eliminate the disparities between the Carrying Value of the Units (or any class or classes thereof); property and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax its adjusted basis, (G) the allocation of asset values and tax basis, (H) General Partner shall have the adoption and maintenance of accounting methods, (I) authority to elect the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized method to be used by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof such election shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Codebinding on all Partners. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (Aa) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in Partners, consistent with the manner provided under principles of Section 704(c) of the Code that takes and the Regulations thereunder, to take into account the variation between the Agreed 704(c) Value of such property and its adjusted basis at the time of contribution; and and (Bb) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of 704(c)of the Code and the Regulations thereunder to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such property, property and the allocations thereof pursuant to Exhibit B; and (2b) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A)2.B(1) of this Exhibit C; and and (Bc) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1. (iii) The General Partner may cause the Partnership to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration 6.1 of the Partnership, the General Partner, as it determines in its sole Agreement and absolute discretion is necessary or appropriate to execute the provisions Section 1 of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining Exhibit C. C. To the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend extent that the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or promulgated pursuant to Section 704(c) of the Code or (y) otherwise permit the Partnership to preserve or achieve uniformity utilize alternative methods to eliminate the disparities between the Carrying Value of the Units (or any class or classes thereof); property and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax its adjusted basis, (G) the allocation of asset values and tax basis, (H) General Partner shall have the adoption and maintenance of accounting methods, (I) authority to elect the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized method to be used by the Partnership for U.S. federal income tax purposes and allocated such election shall be binding on all Partners. EXHIBIT D NOTICE OF REDEMPTION The undersigned irrevocably (i) elects to the Partners redeem ________ OP Units in Shelbourne Properties I L.P. in accordance with the provisions hereof shall be determined without regard to any election under Section 754 terms of the Code Agreement of Limited Partnership of Shelbourne Properties I L.P., as amended (the "Partnership Agreement"), and the Redemption Right referred to therein, (ii) surrenders such OP Units and all right, title and interest therein and (iii) directs that may be made by promptly after the Partnership; provided, however, that such allocations, once made, shall be adjusted Specified Redemption Date the Cash Amount or REIT Shares Amount (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner Partner) deliverable upon exercise of the Redemption Right be delivered to the address specified below, and if REIT Shares are to be delivered, such REIT Shares be registered or placed in its sole the name(s) and absolute discretion using at the address(es) specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has marketable and unencumbered title to such OP Units, free and clear of the rights of or interest of any permissible method under Code Section 706 other person or entity, (b) has the full right, power and authority to redeem and surrender such OP Units as provided herein and (c) has obtained the Regulations thereunderconsent or approval of all persons or entities, if any, having the right to consult or approve such redemption or surrender. Capitalized terms used herein have the meanings assigned to them in the Partnership Agreement.

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for U.S. federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (Aa) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in consistent with the manner provided under principles of Section 704(c) of the Code that takes to take into account the variation between the Agreed Section 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and and (Bb) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such property, property and the allocations thereof pursuant to Exhibit B; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A)2.B(1) of this Exhibit C; and and (Bb) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (iii3) The General Partner may cause all other items of income, gain, loss and deduction shall be allocated among the Partnership Partners in the same manner as their correlative item of “book” gain or loss is allocated pursuant to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration 6.1 of the Partnership, the General Partner, as it determines in its sole Agreement and absolute discretion is necessary or appropriate to execute the provisions Section 1 of this Agreement and Exhibit C. C. To the extent Regulations promulgated pursuant to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise permit a Partnership to preserve or achieve uniformity utilize alternative methods to eliminate the disparities between the Carrying Value of the Units (or any class or classes thereof); property and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax its adjusted basis, (G) the allocation of asset values General Partner shall have the authority and tax basis, (H) sole discretion to elect the adoption and maintenance of accounting methods, (I) the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized method to be used by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof such election shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Codebinding on all Partners. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) Except For federal income tax purposes, except as otherwise provided hereinin this Section 5.06, each item of income, gain, loss and deduction of the Partnership shall be allocated, for U.S. federal income tax purposeseach month, among the Partners (other than the Assignor Limited Partner) and Unitholders in the same manner proportions as its correlative item items comprising Net Income or Net Loss, as the case may be, are allocated among the Partners (other than the Assignor Limited Partner) and Unitholders. Credits shall be allocated as provided in Treasury Regulation Section 1.704-1(b)(4)(ii). (b) In the case of “book” Contributed Property, items of income, gain, loss or deduction is attributable to such Contributed Property shall be allocated pursuant among the Partners (other than the Assignor Limited Partner) and Unitholders in a manner that takes into account the variation between the adjusted basis to the Partnership of such Contributed Property and the Net Value of such Contributed Property at the time of contribution, as required by Section 6.1. (b704(c) In an attempt of the Code, to the extent such allocation reduces Book-Tax Disparities. The General Partner shall have the sole discretion to make additional allocations of income, gain, loss or deduction in order to eliminate such Book-Tax Disparities as quickly as possible, provided such allocations are consistent with the principles of Section 704(c) of the Code. The General Partner shall have the sole discretion to choose any method of allocations permissible under Treasury Regulation Section 1.704-3 to reduce or eliminate Book-Tax Disparities attributable to a Contributed Property or an Disparities. (c) In the case of Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in the manner provided under Section 704(c) of the Code that takes into account the variation between the Agreed Value of such property and its adjusted basis at the time of contribution; and (B) any item of Residual Gain loss or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. (ii) (A) In the case of an Adjusted Property, such items deduction attributable thereto shall (1A) first, be allocated among the Partners (other than the Assignor Limited Partner) and Unitholders in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocation thereof pursuant to Section 4.10(c) to the extent such allocation reduces Book-Tax Disparity of such propertyDisparities, and (2B) second, in the event such property was originally a Contributed Property, be allocated among the Partners (other than the Assignor Limited Partner) and Unitholders in a manner consistent with Section 6.2(b)(i)(A); and (Bsubsection 5.06(b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. (iii) above. The General Partner may cause shall have the Partnership sole discretion to make additional allocations of income, gain, loss or deduction in order to eliminate such Book-Tax Disparities using as quickly as possible, provided such allocations are consistent with the principles of Section 704(c) of the Code. The General Partner shall have the sole discretion to choose any method or methods described in of allocations permissible under Treasury Regulation Section 1.704-3 to reduce or that it determines is appropriate, in its sole and absolute discretioneliminate Book-Tax Disparities. (cd) For To the proper administration extent of any Recapture Income resulting from the Partnershipsale or other taxable disposition of a Partnership Asset, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining the amount of depreciationany gain from such disposition allocated to (or recognized by) a Partner (other than the Assignor Limited Partner) or Unitholder, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes pursuant to the above provisions shall be deemed to be Recapture Income to the extent such Partner or Unitholder has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as Recapture Income. (e) All items of income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and allocated to the Partners (other than the Assignor Limited Partner) and Unitholders in accordance with the provisions hereof shall be determined without regard to any adjustment made pursuant to Section 743 of the Code; provided, however, that such allocations, once made, shall be adjusted as necessary or appropriate to take into account those adjustments permitted by Section 743 of the Code and any adjustments made pursuant to Section 743 of the Code shall be allocated to the extent permitted under and in accordance with the rule of Treasury Regulation Section 1.704-1(b)(2)(iv)(m). (f) The General Partner may, in its sole discretion and without the approval of any Unitholder or other Partner, make special allocations of Net Income or Net Loss or items thereof (including, without limitationbut not limited to, gross income) (i) to the extent necessary to make the Capital Account balances of the Partners and Unitholders be in the ratios of their Percentage Interests or deductions; (iiiii) that are consistent with the principles of Section 704 of the Code and Section 5.04 and to amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) Subchapter K of the Code or (y) otherwise to preserve or achieve uniformity of the Units (or any class or classes thereof); and (iv) Code. The General Partner may adopt and employ such methods and procedures for (A) the maintenance of Capital Accounts for book and tax purposescapital accounts, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of Net Income, Net Loss, Depreciation, taxable income, tax taxable loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of UnitsUnitholders and Partners, (E) the provision of tax information and reports to the holders of UnitsPartners and Unitholders, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) conventions for the adoption determination of cost recovery, depreciation and amortization deductions and the maintenance of accounting methodsinventories, (I) the recognition of the Transfer transfer of Units and Limited Partnership Interests, and (J) tax compliance and with other tax-related requirements, including without limitationincluding, but not limited to, the use of computer software. (d) All items software and filing and reporting procedures similar to those employed by other publicly-traded partnerships, as it determines in its sole discretion are necessary and appropriate to execute the provisions of incomethis Agreement, gaincomply with federal and state tax laws, loss, deduction and credit recognized to achieve uniformity of Units and Limited Partnership Interests. The General Partner shall be indemnified and held harmless by the Partnership for U.S. federal income tax purposes and allocated to the Partners any expenses, penalties or other liabilities arising as a result of decisions made in accordance with the provisions hereof shall be determined without regard to good faith on any election under Section 754 of the Code that may be made by matters referred to in the Partnership; providedpreceding sentence. If the General Partner determines, howeverbased upon advice of counsel, that such allocations, once made, shall be adjusted (in no reasonable allowable convention or other method is available to preserve the manner determined by uniformity of Units or Limited Partnership Interests or the General Partner in its sole discretion so elects, Units and absolute discretion) Limited Partnership Interests may be separately identified as distinct classes to take into account those adjustments permitted or required by Sections 734 and 743 of the Codereflect differences in tax consequences. (eg) For federal income tax purposes, the holder of a restricted Unit (which, for purposes of determining this Section 5.06(g), shall include any Limited Partnership Interest received in exchange for a restricted Unit) shall not be treated as a Unitholder or Limited Partner during the items period commencing on the date such holder acquires such restricted Unit and ending on the date such restricted Unit vests, unless such holder makes a timely election under Section 83(b) of Partnership income, gain, loss, deduction, or credit allocable to any Partner the Code with respect to any period, the transfer of such items restricted Unit to such holder. All Distributions made with respect to such restricted Unit pursuant to this Agreement during such period shall be determined on treated as not made in respect of a daily, monthly, quarterly or other basis, as determined partnership interest but shall be paid by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunderPartnership to such holder as compensation.

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (Aa) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in consistent with the manner provided under principles of Section 704(c) of the Code that takes to take into account the variation between the Agreed 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and and (Bb) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such property, property and the allocations thereof pursuant to Exhibit B; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A)2.B(1) of this Exhibit C; and (B) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among and C. To the Partners in the same manner as its correlative item of “book” gain or loss is allocated extent Regulations promulgated pursuant to Section 6.1. (iii704(c) The of the Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner may cause shall, subject to the following, have the authority to elect the method to be used by the Partnership and such election shall be binding on all Partners. With respect to eliminate Book-Tax Disparities using any method or methods described the Contributed Properties transferred to the Partnership in connection with the Consolidation, the Partnership shall elect to use the "traditional method" set forth in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion3(b). (c) For the proper administration of the Partnership, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Units (or any class or classes thereof); and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners Members in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.16.1 and Section 6.2. (b) In With respect to any Contributed Property or Adjusted Property with a Book-Tax Disparity, the Company shall adopt the “remedial allocation method” described in Regulations § 1.704-3(d), and consistent therewith and in an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall will be allocated for U.S. federal income tax purposes among the Partners Members as follows: (i) (A) In the case of a Contributed Property, (A) such items of income, gain, loss, depreciation, amortization and cost recovery deductions attributable thereto shall will be allocated among the Partners Members in the manner provided under Code Section 704(c) of and Regulations §1.704-3(d) (i.e. the Code “remedial allocation method”) that takes into account the variation between the Agreed Value of such property and its adjusted basis at the time of contribution; and (B) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall will be allocated among the Partners Members in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.16.1 and Section 6.2. (ii) (A) In the case of an Adjusted Property, (A) such items attributable thereto shall will (1) first, be allocated among the Partners Members in a manner consistent with the principles of Code Section 704(c) of and Regulations §1.704-3 (d) (i.e. the Code “remedial allocation method”) to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such propertyproperty and the allocations thereof pursuant to Section 5.8(d), and (2) second, in the event such property Adjusted Property was originally a Contributed Property, be allocated among the Partners Members in a manner consistent with Section 6.2(b)(i)(A6.3(b)(i)(A); and (B) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall will be allocated among the Partners Members in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. (iii) The General Partner may cause the Partnership to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation 6.1 and Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion6.2. (c) For the proper administration of the PartnershipCompany, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may Company shall (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; and (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Code Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Units (or any class or classes thereof); and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c). The Company may adopt such conventions, 734 make such allocations and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under make such amendments to this Agreement and pursuant to as provided in this Section 6.3(c) only if such conventions, allocations or amendments are consistent with the Code, (D) the determination principles of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer softwareCode Section 704. (d) In accordance with Regulations §§ 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Company property or asset will, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 6.3, be characterized as Recapture Income in the same proportions and the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. (e) All items of income, gain, loss, deduction and credit recognized by the Partnership Company for U.S. federal income tax purposes and allocated to the Partners Members in accordance with the provisions hereof shall be determined without regard to any election under Code Section 754 of the Code that which may be made by the PartnershipCompany; provided, however, that such allocations, once made, shall be adjusted (in the any manner determined by the General Partner in its sole and absolute discretionManaging Member) to take into account those adjustments permitted or required by Code Sections 734 and 743 of the Code743. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners Members in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners Members as follows: (i) (Aa) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in Members, consistent with the manner provided under principles of Section 704(c) of the Code that takes and the Regulations thereunder, to take into account the variation between the Agreed 704(c) Value of such property and its adjusted basis at the time of contribution; and and (Bb) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners Members in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall shall (1) first, be allocated among the Partners Members in a manner consistent with the principles of Section 704(c) of the Code and the Regulations thereunder to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such property, property and the allocations thereof pursuant to Exhibit B; and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners Members in a manner consistent with Section 6.2(b)(i)(A)2.B(1) of this Exhibit C; and and (Bb) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners Members in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1. (iii) The General Partner may cause the Partnership to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration 6.1 of the Partnership, the General Partner, as it determines in its sole Agreement and absolute discretion is necessary or appropriate to execute the provisions Section 1 of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining Exhibit C. C. To the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend extent that the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or promulgated pursuant to Section 704(c) of the Code or (y) otherwise permit the Company to preserve or achieve uniformity utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the Units (or any class or classes thereof); and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposesManaging Member, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant subject to the Code, (D) the determination terms of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner agreement with respect to any perioda Member and the Member's Contributed Property, shall have the authority to elect the method to be used by the Company and such items election shall be determined binding on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.all Members. Exhibit D Notice of Redemption

Allocations for Tax Purposes. (a) Except as otherwise provided herein, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1. (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in the manner provided under Section 704(c) of the Code that takes into account the variation between the Agreed Value of such property and its adjusted basis at the time of contribution; and (B) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. (ii) (A) In the case of an Adjusted Property, such items attributable thereto shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Book-Tax Disparity of such property, and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A); and (B) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. (iii) The General Partner may cause the Partnership to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration of the Partnership, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Units (or any class or classes thereof); and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of UnitsUnitholders, (E) the provision of tax information and reports to the holders of UnitsUnitholders, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the Transfer transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.6.01 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i1) (Aa) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in consistent with the manner provided under principles of Section 704(c) of the Code that takes and the Regulations thereunder to take into account the variation between the Agreed 704(c) Value of such property and its adjusted basis at the time of contribution; and (Bb) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.6.01 of the Agreement and Section 1 of this Exhibit C. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code and the Regulations thereunder to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such propertyproperty and the allocations thereof pursuant to Exhibit B, and and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A)2.B(1) of this Exhibit C; and and (Bb) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.6.01 of the Agreement and Section 1 of this Exhibit C. (iii3) The General Partner may cause all other items of income, gain, loss and deduction shall be allocated among the Partnership Partners the same manner as their correlative item of “book” gain or loss is allocated pursuant to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration 6.01 of the Partnership, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining Section 1 of the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend Exhibit C. C. To the provisions of this Agreement as appropriate (x) to reflect extent that the proposal or promulgation of Treasury Regulations under Section 704(b) or promulgated pursuant to Section 704(c) of the Code or (y) otherwise permit the Partnership to preserve or achieve uniformity utilize alternative methods to eliminate the disparities between the Carrying Value of the Units (or any class or classes thereof); property and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax its adjusted basis, (G) the allocation of asset values and tax basis, (H) General Partner shall have the adoption and maintenance of accounting methods, (I) authority to elect the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized method to be used by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof such election shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Codebinding on all Partners. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) Except For federal income tax purposes, except as otherwise provided hereinin this Section 5.06, each item of income, gain, loss and deduction of the Partnership shall be allocated, for U.S. federal income tax purposeseach month, among the Partners (other than the Assignor Limited Partner) and Unitholders in the same manner proportions as its correlative item items comprising Net Income or Net Loss, as the case may be, are allocated among the Partners (other than the Assignor Limited Partner) and Unitholders. Credits shall be allocated as provided in Treasury Regulation Section 1.704-1(b)(4)(ii). (b) In the case of “book” Contributed Property, items of income, gain, loss or deduction is attributable to such Contributed Property shall be allocated pursuant among the Partners (other than the Assignor Limited Partner) and Unitholders in a manner that takes into account the variation between the adjusted basis to the Partnership of such Contributed Property and the Net Value of such Contributed Property at the time of contribution, as required by Section 6.1. (b704(c) In an attempt of the Code, to the extent such allocation reduces Book-Tax Disparities. The General Partner shall have the sole discretion to make additional allocations of income, gain, loss or deduction in order to eliminate such Book-Tax Disparities as quickly as possible, provided such allocations are consistent with the principles of Section 704(c) of the Code. The General Partner shall have the sole discretion to choose any method of allocations permissible under Treasury Regulation Section 1.704-3 to reduce or eliminate Book-Tax Disparities attributable to a Contributed Property or an Disparities. (c) In the case of Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in the manner provided under Section 704(c) of the Code that takes into account the variation between the Agreed Value of such property and its adjusted basis at the time of contribution; and (B) any item of Residual Gain loss or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. (ii) (A) In the case of an Adjusted Property, such items deduction attributable thereto shall (1A) first, be allocated among the Partners (other than the Assignor Limited Partner) and Unitholders in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocation thereof pursuant to Section 4.10(c) to the extent such allocation reduces Book-Tax Disparity of such propertyDisparities, and (2B) second, in the event such property was originally a Contributed Property, be allocated among the Partners (other than the Assignor Limited Partner) and Unitholders in a manner consistent with Section 6.2(b)(i)(A); and (Bsubsection 5.06(b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. (iii) above. The General Partner may cause shall have the Partnership sole discretion to make additional allocations of income, gain, loss or deduction in order to eliminate such Book-Tax Disparities using as quickly as possible, provided such allocations are consistent with the principles of Section 704(c) of the Code. The General Partner shall have the sole discretion to choose any method or methods described in of allocations permissible under Treasury Regulation Section 1.704-3 to reduce or that it determines is appropriate, in its sole and absolute discretioneliminate Book-Tax Disparities. (cd) For To the proper administration extent of any Recapture Income resulting from the Partnershipsale or other taxable disposition of a Partnership Asset, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining the amount of depreciationany gain from such disposition allocated to (or recognized by) a Partner (other than the Assignor Limited Partner) or Unitholder, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes pursuant to the above provisions shall be deemed to be Recapture Income to the extent such Partner or Unitholder has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as Recapture Income. (e) All items of income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and allocated to the Partners (other than the Assignor Limited Partner) and Unitholders in accordance with the provisions hereof shall be determined without regard to any adjustment made pursuant to Section 743 of the Code; provided, however, that such allocations, once made, shall be adjusted as necessary or appropriate to take into account those adjustments permitted by Section 743 of the Code and any adjustments made pursuant to Section 743 of the Code shall be allocated to the extent permitted under and in accordance with the rule of Treasury Regulation Section 1.704-1(b)(2)(iv)(m). (f) The General Partner may, in its sole discretion and without the approval of any Unitholder or other Partner, make special allocations of Net Income or Net Loss or items thereof (including, without limitationbut not limited to, gross income) (i) to the extent necessary to make the Capital Account balances of the Partners and Unitholders be in the ratios of their Percentage Interests or deductions; (iiiii) that are consistent with the principles of Section 704 of the Code and Section 5.04 and to amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) Subchapter K of the Code or (y) otherwise to preserve or achieve uniformity of the Units (or any class or classes thereof); and (iv) Code. The General Partner may adopt and employ such methods and procedures for (A) the maintenance of Capital Accounts for book and tax purposescapital accounts, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of Net Income, Net Loss, Depreciation, taxable income, tax taxable loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of UnitsUnitholders and Partners, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions Partners and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.Unitholders,

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (Aa) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in Partners, consistent with the manner provided under principles of Section 704(c) of the Code that takes and the Regulations thereunder, to take into account the variation between the Agreed 704(c) Value of such property and its adjusted basis at the time of contribution; and (B) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.and (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code and the Regulations thereunder to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such property, property and the allocations thereof pursuant to Exhibit B; and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A)2.B(1) of this Exhibit C; and --------- and (Bb) any item of Residual Gain or Residual Loss attributable to an and Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1. (iii) The General Partner may cause the Partnership to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration 6.1 of the Partnership, the General Partner, as it determines in its sole Agreement and absolute discretion is necessary or appropriate to execute the provisions Section 1 of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining Exhibit C. --------- C. To the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend extent that the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or promulgated pursuant to Section 704(c) of the Code or (y) otherwise permit the Partnership to preserve or achieve uniformity utilize alternative methods to eliminate the disparities between the Carrying Value of the Units (or any class or classes thereof); property and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax its adjusted basis, (G) the allocation of asset values and tax basis, (H) General Partner shall have the adoption and maintenance of accounting methods, (I) authority to elect the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized method to be used by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof such election shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Codebinding on all Partners. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for U.S. federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners Members in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners Members as follows: (i) (Aa) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in Members consistent with the manner provided under principles of Section 704(c) of the Code that takes to take into account the variation between the Agreed Section 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and and (Bb) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners Members in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall shall (1i) first, be allocated among the Partners Members in a manner consistent with the principles of Section 704(c) of the Code to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such property, property and the allocations thereof pursuant to Exhibit B; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners Members in a manner consistent with Section 6.2(b)(i)(A)2.B(1) of this Exhibit C; and and (Bb) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners Members in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (iii3) The General Partner may cause all other items of income, gain, loss and deduction shall be allocated among the Partnership Members in the same manner as their correlative item of “book” gain or loss is allocated pursuant to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration 6.1 of the Partnership, the General Partner, as it determines in its sole Agreement and absolute discretion is necessary or appropriate to execute the provisions Section 1 of this Agreement and Exhibit C. C. To the extent Regulations promulgated pursuant to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise permit a Company to preserve or achieve uniformity utilize alternative methods to eliminate the disparities between the Carrying Value of the Units (or any class or classes thereof); property and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax its adjusted basis, (G) the allocation of asset values and tax basis, (H) Managing Member shall have the adoption and maintenance of accounting methods, (I) authority to elect the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized method to be used by the Partnership for U.S. federal income tax purposes Company and allocated to the Partners in accordance with the provisions hereof such election shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Codebinding on all Members. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for U.S. federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i1) (A) 3. In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in consistent with the manner provided under principles of Section 704(c) of the Code that takes to take into account the variation between the Agreed Section 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and and (Ba) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such property, property and the allocations thereof pursuant to Exhibit B; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A)2.B(1) of this Exhibit C; and and (Bb) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (iii3) The General Partner may cause all other items of income, gain, loss and deduction shall be allocated among the Partnership Partners in the same manner as their correlative item of “book” gain or loss is allocated pursuant to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration 6.1 of the Partnership, the General Partner, as it determines in its sole Agreement and absolute discretion is necessary or appropriate to execute the provisions Section 1 of this Agreement and Exhibit C. C. To the extent Regulations promulgated pursuant to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise permit a Partnership to preserve or achieve uniformity utilize alternative methods to eliminate the disparities between the Carrying Value of the Units (or any class or classes thereof); property and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax its adjusted basis, (G) the allocation of asset values and tax basis, (H) General Partner shall have the adoption and maintenance of accounting methods, (I) authority to elect the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized method to be used by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof such election shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Codebinding on all Partners. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) Except as otherwise provided herein, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, among the Partners Members in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Section 6.14.1. (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for U.S. federal income tax purposes among the Partners Members as follows: (i) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners Members in the manner provided under Section 704(c) of the Code that takes into account the variation between the Agreed Value of such property and its adjusted basis at the time of contribution; and (Bii) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners Members in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.14.1. (ii) (Aiii) In the case of an Adjusted Property, such items attributable thereto shall (1) first, be allocated among the Partners Members in a manner consistent with the principles of Section 704(c) of the Code to take into account the Book-Tax Disparity variation between the adjusted basis of such propertyproperty for U.S. federal income tax purposes and its Carrying Value, and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners Members in a manner consistent with Section 6.2(b)(i)(A4.2(b)(i)(A); and (Biv) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners Members in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.14.1. (iii) The General Partner Board of Directors may cause the Partnership Company to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 3, or that it otherwise determines is appropriate, appropriate in its sole and absolute discretion. (c) For the proper administration of the PartnershipCompany and for the preservation of uniformity of the Shares (or any class or classes thereof), the General PartnerBoard of Directors, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, law may (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for U.S. federal income tax purposes of income (including, without limitation, including gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Units Shares (or any class or classes thereof); and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments adjustments, if any, under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of UnitsMembers, (E) the provision of tax information and reports to the holders of UnitsMembers, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the Transfer transfer of Units Shares and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software, and to use filing and reporting procedures similar to those employed by publicly-traded partnerships and limited liability companies. (d) All items of income, gain, loss, deduction and credit recognized by the Partnership Company for U.S. federal income tax purposes and allocated to the Partners Members in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the PartnershipCompany; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretionBoard of Directors) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. (e) For purposes of determining the items of Partnership Company income, gain, loss, deduction, or credit allocable to any Partner Member with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner Board of Directors in its sole and absolute discretion discretion, using any permissible method under Code Section 706 of the Code and the Treasury Regulations promulgated thereunder. (f) Allocations that would otherwise be made to a Member under the provisions of this Article IV shall instead be made to the Beneficial Owner of Shares held by a nominee in any case in which the nominee has furnished the identity of such owner to the Company in accordance with Section 6031(c) of the Code or any other method determined by the Board of Directors.

Allocations for Tax Purposes. (a) Except as otherwise provided herein, for U.S. federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.. WESTERN REFINING LOGISTICS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in the manner provided under Section 704(c) of the Code that takes into account Code, and the variation between the Agreed Value of such property Treasury Regulations promulgated under Section 704(b) and its adjusted basis at the time of contribution; and (B) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. (ii) (A) In the case of an Adjusted Property, such items attributable thereto shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take Code, as determined appropriate by the General Partner (taking into account the General Partner’s discretion under Section 6.1(d)(x)(D)); provided, that the General Partner shall apply the principles of Treasury Regulation Section 1.704-3(d) in all events. (c) The General Partner may determine to depreciate or amortize the portion of an adjustment under Section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciation or amortization method and useful life applied to the unamortized Book-Tax Disparity of such property, despite any inconsistency of such approach with Treasury Regulation Section 1.167(c)-l(a)(6) or any successor regulations thereto. If the General Partner determines that such reporting position cannot reasonably be taken, the General Partner may adopt depreciation and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A); and (B) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners amortization conventions under which all purchasers acquiring Limited Partner Interests in the same manner month would receive depreciation and amortization deductions, based upon the same applicable rate as its correlative item of “book” gain or loss is allocated pursuant if they had purchased a direct interest in the Partnership’s property. If the General Partner chooses not to Section 6.1. (iii) The utilize such aggregate method, the General Partner may cause the Partnership to eliminate Book-Tax Disparities using use any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole other depreciation and absolute discretion. (c) For the proper administration of the Partnership, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such amortization conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve the uniformity of the Units (intrinsic tax characteristics of any Limited Partner Interests, so long as such conventions would not have a material adverse effect on the Limited Partners or the Record Holders of any class or classes thereof); and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer softwareLimited Partner Interests. (d) In accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 6.2, be characterized as Recapture Income in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. (e) All items of income, gain, loss, deduction and credit recognized by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretionPartner) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. (ef) For purposes of determining the items Each item of Partnership income, gain, lossloss and deduction shall, deductionfor U.S. federal income tax purposes, be determined for each taxable period and prorated on a monthly basis and shall be allocated to the Partners as of the opening of the National Securities Exchange on which WESTERN REFINING LOGISTICS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Partnership Interests are listed or credit allocable admitted to any Partner with respect to any periodtrading on the first Business Day of each month; provided, however, such items for the period beginning on the Closing Date and ending on the last day of the month in which the Underwriters’ Option is exercised in full or the expiration of the Underwriters’ Option occurs shall be determined allocated to the Partners as of the opening of the National Securities Exchange on which Partnership Interests are listed or admitted to trading on the first Business Day of the next succeeding month; and provided, further, that gain or loss on a daily, monthly, quarterly sale or other basisdisposition of any assets of the Partnership or any other extraordinary item of income, gain, loss or deduction as determined by the General Partner, shall be allocated to the Partners as of the opening of the National Securities Exchange on which Partnership Interests are listed or admitted to trading on the first Business Day of the month in which such item is recognized for federal income tax purposes. The General Partner in its sole and absolute discretion using any permissible method under Code may revise, alter or otherwise modify such methods of allocation to the extent permitted or required by Section 706 of the Code and the Regulations regulations or rulings promulgated thereunder. (g) Allocations that would otherwise be made to a Limited Partner under the provisions of this Article VI shall instead be made to the beneficial owner of Limited Partner Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method determined by the General Partner.

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin the Code and Regulations, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (Aa) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in Partners, consistent with the manner provided under principles of Section 704(c) of the Code that takes and the Regulations thereunder, to take into account the variation between the Agreed 704(c) Value of such property and its adjusted basis at the time of contribution; and and (Bb) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code and the Regulations thereunder to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such property, property and the allocations thereof pursuant to Exhibit B; and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A)2.B(1) of this Exhibit C; and and (Bb) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (iii3) The General Partner may cause all other items of income, gain, loss and deduction shall be allocated among the Partnership Partners the same manner as their correlative item of "book" gain or loss is allocated pursuant to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration 6.1 of the Partnership, Agreement and Section 1 of this Exhibit C. C. Subject to the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the further provisions of this Agreement and Section 2.C, to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend extent that the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or promulgated pursuant to Section 704(c) of the Code or (y) otherwise permit the Partnership to preserve or achieve uniformity utilize alternative methods to eliminate the disparities between the Carrying Value of the Units (or any class or classes thereof); property and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax its adjusted basis, (G) the allocation of asset values and tax basis, (H) General Partner shall have the adoption and maintenance of accounting methods, (I) authority to elect the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized method to be used by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof such election shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Codebinding on all Partners. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (Aa) In the case of a Contributed Property, such items attributable thereto thereto, shall be allocated among the Partners in Partners, consistent with the manner provided under principles of Section 704(c) of the Code that takes and the Regulations thereunder, to take into account the variation between the Agreed 704(c) Value of such property and its adjusted basis at the time of contribution; and and (Bb) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code and the Regulations thereunder to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such property, property and the allocations thereof pursuant to Exhibit B and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A); and 2.B(1) of this Exhibit C and (Bb) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (iii3) The General Partner may cause all other items of income, gain, loss and deduction shall be allocated among the Partnership Partners the same manner as their correlative item of “book” gain or loss is allocated pursuant to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration 6.1 of the Partnership, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining Section 1 of the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend Exhibit C. C. To the provisions of this Agreement as appropriate (x) to reflect extent that the proposal or promulgation of Treasury Regulations under Section 704(b) or promulgated pursuant to Section 704(c) of the Code or (y) otherwise permit the Partnership to preserve or achieve uniformity utilize alternative methods to eliminate the disparities between the Carrying Value of the Units (or any class or classes thereof); property and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax its adjusted basis, (G) the allocation of asset values and tax basis, (H) General Partner shall have the adoption and maintenance of accounting methods, (I) authority to elect the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized method to be used by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof such election shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Codebinding on all Partners. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (Aa) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in consistent with the manner provided under principles of Section 704(c) of the Code that takes and the Regulations thereunder to take into account the variation between the Agreed 704(c) Value of such property and its adjusted basis at the time of contribution; and and (Bb) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code and the Regulations thereunder to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such propertyproperty and the allocations thereof pursuant to Exhibit B, and and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A)2.B(1) of this Exhibit C; and and (Bb) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (iii3) The General Partner may cause all other items of income, gain, loss and deduction shall be allocated among the Partnership Partners the same manner as their correlative item of "book" gain or loss is allocated pursuant to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration 6.1 of the Partnership, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining Section 1 of the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend Exhibit C. C. To the provisions of this Agreement as appropriate (x) to reflect extent that the proposal or promulgation of Treasury Regulations under Section 704(b) or promulgated pursuant to Section 704(c) of the Code or (y) otherwise permit the Partnership to preserve or achieve uniformity utilize alternative methods to eliminate the disparities between the Carrying Value of the Units (or any class or classes thereof); property and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax its adjusted basis, (G) the allocation of asset values and tax basis, (H) General Partner shall have the adoption and maintenance of accounting methods, (I) authority to elect the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized method to be used by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof such election shall be determined without regard to any election binding on all Partners. It is anticipated that the General Partner will elect the "traditional method" under Section 754 704(c) of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any periodproperty contributed as of January 26, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder1994.

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (Aa) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in Partners, consistent with the manner provided under principles of Section 704(c) of the Code that takes and the Regulations thereunder, to take into account the variation between the Agreed 704(c) Value of such property and its adjusted basis at the time of contribution; and and (Bb) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of 704(c)of the Code and the Regulations thereunder to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such property, property and the allocations thereof pursuant to Exhibit B; and (2b) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A)2.B(1) of this Exhibit C; and and (Bc) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. (iii) The General Partner may cause the Partnership to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration 6.1 of the Partnership, the General Partner, as it determines in its sole Agreement and absolute discretion is necessary or appropriate to execute the provisions Section 1 of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining Exhibit C. C. To the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend extent that the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or promulgated pursuant to Section 704(c) of the Code or (y) otherwise permit the Partnership to preserve or achieve uniformity utilize alternative methods to eliminate the disparities between the Carrying Value of the Units (or any class or classes thereof); property and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax its adjusted basis, (G) the allocation of asset values and tax basis, (H) General Partner shall have the adoption and maintenance of accounting methods, (I) authority to elect the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized method to be used by the Partnership for U.S. federal income tax purposes and allocated such election shall be binding on all Partners. The undersigned irrevocably (i) elects to the Partners redeem OP Units in First Union REIT, L.P. in accordance with the provisions hereof shall be determined without regard to any election under Section 754 terms of the Code Agreement of Limited Partnership of First Union REIT, L.P., as amended (the “Partnership Agreement”), and the Redemption Right referred to therein, (ii) surrenders such OP Units and all right, title and interest therein and (iii) directs that may be made by promptly after the Partnership; provided, however, that such allocations, once made, shall be adjusted Specified Redemption Date the Cash Amount or Shares Amount (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner Partner) deliverable upon exercise of the Redemption Right be delivered to the address specified below, and if Shares are to be delivered, such Shares be registered or placed in its sole the name(s) and absolute discretion using at the address(es) specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has marketable and unencumbered title to such OP Units, free and clear of the rights of or interest of any permissible method under Code Section 706 other person or entity, (b) has the full right, power and authority to redeem and surrender such OP Units as provided herein and (c) has obtained the Regulations thereunder.consent or approval of all persons or entities, if any, having the right to consult or approve such redemption or surrender. Capitalized terms used herein have the meanings assigned to them in the Partnership Agreement. Dated: Name of Limited Partner: (Signature of Limited Partner) (Street Address) (City) (State) Zip Code) Signature Guaranteed by: If Shares are to be issued, issue to: Name: Please insert social security or identifying number: 1. Shares held by First Union Real Estate Equity and Mortgage Investments in FT-TRS Loan Corp. 2. Shares held by First Union Real Estate Equity and Mortgage Investments in FT Manager Corp.

Allocations for Tax Purposes. (aA) Except For Federal income tax purposes, except as otherwise provided hereinin this Section 9.3, each item of income, gain, loss loss, deduction, and deduction credit of the Partnership shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is such items are allocated pursuant to for capital account purposes under Section 6.19.2. (bB) In an attempt to eliminate Book-Tax Disparities attributable to the case of a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions attributable thereto shall be allocated for U.S. federal Federal income tax purposes among the Partners as follows: (i) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in the a manner provided under Section 704(c) of the Code that takes into account the variation between the Agreed Value of such property and its adjusted basis at the time of contribution; contribution in attempting to eliminate Book-Tax Disparities. Except as otherwise provided in Section 9.2(B) and (B9.2(D) above, any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to accordance with Section 6.19.2(A). (ii) (A) In the case of an Adjusted Property, such items attributable thereto shall (1a) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Section 8.12(D) (i) in attempting to eliminate Book-Tax Disparity of such propertyDisparities, and (2b) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A); and the first sentence of paragraph (B) (i) above. Except as otherwise provided in Sections 9.2(B) and 9.2(D) above, any item items of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to accordance with Section 6.19.2(A). (iiiC) The General To the extent of any Recapture Income resulting from the sale or other taxable disposition of a Partnership Asset, the amount of any gain from such disposition allocated to (or recognized by) a 30 Partner may cause (or its successor in interest) for Federal income tax purposes pursuant to the Partnership above provisions shall be deemed to eliminate Book-Tax Disparities using be Recapture Income to the extent such Partner has been allocated or has claimed any method deduction directly or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretionindirectly giving rise to the treatment of such gain as Recapture Income. (c) For the proper administration of the Partnership, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Units (or any class or classes thereof); and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction deduction, credit, and credit basis allocation recognized by the Partnership for U.S. federal Federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that which may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) as necessary or appropriate to take into account those adjustments permitted or required by Sections 734 and 743 of the Code and, where appropriate, to provide only Partners recognizing gain on Partnership distributions covered by Section 734 of the Code with the Federal income tax benefits attributable to the increased basis in Partnership Assets resulting from any election under Section 754 of the Code. (eE) For It is intended that the allocations prescribed in Sections 9.3(B) (i) and (ii) constitute. allocations for Federal income tax purposes that are consistent with Section 704 of the Code and comply with any limitations or restrictions therein, to the extent reasonably possible without causing Units to lack uniform characteristics for Federal income tax purposes. To preserve uniformity of Units, the General Partner shall have sole discretion to (x) adopt such conventions as it deems appropriate in determining the items amount of depreciation and cost recovery deductions; (y) make special allocations of income or deduction and (z) amend the provisions of this-.Agreement as appropriate (a) to reflect the proposal or promulgation of Treasury Regulations under Section 704(c) of the Code, or (b) otherwise to preserve the uniformity of Units issued or sold from time to time. The General Partner may adopt such conventions, make such allocations and amend this Agreement as provided in this Section 9.3(E) only if they would not have a material adverse effect on the Limited Partners and if such allocations are reasonably consistent with, and reasonably supportable under, the Code. (F) Each item of Partnership income, gain, loss, deduction, or and credit allocable attributable to any Partner with respect to any perioda transferred Partnership Interest shall, such items shall for Federal income tax purposes, be determined on a daily, monthly, quarterly monthly basis (or other basis, as determined required or permitted by Section 706 of the Code) and shall be allocated to the Partners and Assignees as of the close of business on the day preceding the first day of the month in which the transfer is recognized by the Partnership; provided, however, that gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Partnership shall be allocated to the holder of the Partnership Interest on the date of sale. The General Partner in its sole may revise, alter, or otherwise modify such methods of determination and absolute discretion using any permissible method under Code allocation as it determines necessary, to the extent permitted by Section 706 of the Code and the Regulations regulations or rulings promulgated thereunder.

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (Aa) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in consistent with the manner provided under principles of Section 704(c) of the Code that takes to take into account the variation between the Agreed 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and and (Bb) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such property, property and the allocations thereof pursuant to Exhibit B; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A)2.B(1) of this Exhibit C; and and (Bb) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “C-2 61 "book” " gain or loss is allocated pursuant to Section 6.1. (iii) The General Partner may cause the Partnership to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration 6.1 of the Partnership, the General Partner, as it determines in its sole Agreement and absolute discretion is necessary or appropriate to execute the provisions Section 1 of this Agreement and Exhibit C. C. To the extent Regulations promulgated pursuant to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise permit a Partnership to preserve or achieve uniformity utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the Units (or any class or classes thereof); and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposesGeneral Partner shall, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant subject to the Codefollowing, (D) have the determination of authority to elect the identities and tax classification of holders of Units, (E) the provision of tax information and reports method to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized be used by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof such election shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Codebinding on all Partners. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) Except as otherwise provided herein, for U.S. federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.. Enviva Partners, LP Second Amended and Restated Agreement of Limited Partnership 32 (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in the manner provided under Section 704(c) of the Code that takes Code, and the Treasury Regulations promulgated under Section 704(b) and 704(c) of the Code, as determined appropriate by the General Partner (taking into account the variation between General Partner’s discretion under Section 6.1(c)(x)); provided, that in all events the Agreed Value of such property and its adjusted basis at General Partner shall apply the time of contribution; and (B) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners “remedial allocation method” in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. (ii) (A) In the case of an Adjusted Property, such items attributable thereto shall (1) first, be allocated among the Partners in a manner consistent accordance with the principles of Treasury Regulation Section 704(c1.704-3(d). (c) The General Partner may determine to depreciate or amortize the portion of an adjustment under Section 743(b) of the Code attributable to take into account unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciation or amortization method and useful life applied to the unamortized Book-Tax Disparity of such property, despite any inconsistency of such approach with Treasury Regulation Section 1.167(c)-l(a)(6) or any successor regulations thereto. If the General Partner determines that such reporting position cannot reasonably be taken, the General Partner may adopt depreciation and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A); and (B) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners amortization conventions under which all purchasers acquiring Limited Partner Interests in the same manner month would receive depreciation and amortization deductions, based upon the same applicable rate as its correlative item of “book” gain or loss is allocated pursuant if they had purchased a direct interest in the Partnership’s property. If the General Partner chooses not to Section 6.1. (iii) The utilize such aggregate method, the General Partner may cause the Partnership to eliminate Book-Tax Disparities using use any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole other depreciation and absolute discretion. (c) For the proper administration of the Partnership, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such amortization conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve the uniformity of the Units (intrinsic tax characteristics of any Limited Partner Interests, so long as such conventions would not have a material adverse effect on the Limited Partners or the Record Holders of any class or classes thereof); and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer softwareLimited Partner Interests. (d) In accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 6.2, be characterized as Recapture Income in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. (e) All items of income, gain, loss, deduction and credit recognized by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretionPartner) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code.. Enviva Partners, LP Second Amended and Restated Agreement of Limited Partnership 33 (ef) For purposes of determining the items Each item of Partnership income, gain, lossloss and deduction shall, deductionfor U.S. federal income tax purposes, be determined for each taxable period and prorated on a monthly basis and shall be allocated to the Partners as of the opening of the National Securities Exchange on which Partnership Interests are listed or credit allocable admitted to any Partner with respect to any periodtrading on the first Business Day of each month; provided, however, such items for the period beginning on the Closing Date and ending on the last day of the month in which the Closing Date occurs shall be determined allocated to the Partners (including all Persons who acquire Units pursuant to the Drop Merger Agreement) as of the closing of the National Securities Exchange on which Partnership Interests are listed or admitted to trading on the last Business Day of the next succeeding month; and provided, further, that gain or loss on a daily, monthly, quarterly sale or other basisdisposition of any assets of the Partnership or any other extraordinary item of income, gain, loss or deduction as determined by the General Partner, shall be allocated to the Partners as of the opening of the National Securities Exchange on which Partnership Interests are listed or admitted to trading on the first Business Day of the month in which such item is recognized for federal income tax purposes. The General Partner in its sole and absolute discretion using any permissible method under Code may revise, alter or otherwise modify such methods of allocation to the extent permitted or required by Section 706 of the Code and the Regulations regulations or rulings promulgated thereunder. (g) Allocations that would otherwise be made to a Limited Partner under the provisions of this Article VI shall instead be made to the beneficial owner of Limited Partner Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method determined by the General Partner. (h) If, as a result of an exercise of a Noncompensatory Option, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the General Partner shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (Aa) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in consistent with the manner provided under principles of Section 704(c) of the Code that takes and the Regulations thereunder to take into account the variation between the Agreed 704(c) Value of such property and its adjusted basis at the time of contribution; and and (Bb) any Any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code and the Regulations thereunder to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such propertyproperty and the allocations thereof pursuant to Exhibit B, and and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A)2.B(1) of this Exhibit C; and and (Bb) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “"book” " gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (iii3) The General Partner may cause all other items of income, gain, loss and deduction shall be allocated among the Partnership Partners the same manner as their correlative item of "book" gain or loss is allocated pursuant to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration 6.1 of the Partnership, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining Section 1 of the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend Exhibit C. C. To the provisions of this Agreement as appropriate (x) to reflect extent that the proposal or promulgation of Treasury Regulations under Section 704(b) or promulgated pursuant to Section 704(c) of the Code or (y) otherwise permit the Partnership to preserve or achieve uniformity utilize alternative methods to eliminate the disparities between the Carrying Value of the Units (or any class or classes thereof); property and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax its adjusted basis, (G) the allocation of asset values and tax basis, (H) General Partner shall have the adoption and maintenance of accounting methods, (I) authority to elect the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized method to be used by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof such election shall be determined without regard to any election binding on all Partners. It is anticipated that the General Partner will elect the "traditional method" under Section 754 704(c) of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any periodproperty contributed as of January 26, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder1994.

Allocations for Tax Purposes. (a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, which is recognized by the Company for U.S. federal income tax purposes, purposes will be allocated among the Partners Parties in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.15.1. (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall will be allocated for U.S. federal income tax purposes among the Partners Parties as follows: (i) (A) In the case of a Contributed Property, such items attributable thereto shall will be allocated among the Partners Parties in the manner provided under Section section 704(c) of the Code and section 1.704-3(d) of the Treasury Regulations (i.e. the “remedial method”) that takes into account the variation between the Agreed Value of such property and its adjusted basis at the time of contribution; and (B) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall will be allocated among the Partners Parties in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.15.1. (ii) (A) In the case of an Adjusted Property, such items attributable thereto shall will (1) first, be allocated among the Partners Parties in a manner consistent with the principles of Section section 704(c) of the Code and section 1.704-3(d) of the Treasury Regulations (i.e. the “remedial method”) to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such property, property and the allocations thereof pursuant to Section 4.5(d)(i) or (ii) and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners Parties in a manner consistent with Section 6.2(b)(i)(A5.2(b)(i)(A); and (B) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall will be allocated among the Partners Parties in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. (iii) The General Partner may cause the Partnership to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion5.1. (c) For the proper administration of the PartnershipCompany, the General Partner, as it determines in its sole and absolute discretion is necessary or appropriate to execute the provisions of this Agreement and to comply with U.S. federal, state and local tax law, may Company will (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; provided, that such depreciation, amortization and cost recovery methods will be the most accelerated methods allowed under federal tax laws; (ii) make special allocations for federal income tax purposes of income (including, without limitation, including gross income) or deductions; and (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section section 704(b) or Section section 704(c) of the Code Code. The Company may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 5.2(c) only if such conventions, allocations or (y) otherwise to preserve or achieve uniformity amendments are consistent with the principles of the Units (or any class or classes thereof); and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 section 704 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) The Company may determine to depreciate the portion of an adjustment under section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciation method and useful life applied to the Company’s common basis of such property, despite the inconsistency of such with Treasury Regulation section 1.167(c)-1(a)(6), or any successor provisions. If the Company determines that such reporting position cannot reasonably be taken, the Company may adopt any reasonable depreciation convention that would not have a material adverse effect on the Partners. (e) Any gain allocated to the Parties upon the sale or other taxable disposition of any Company asset will, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.2 be characterized as Recapture Income in the same proportions and the same extent as such Parties (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. (f) All items of income, gain, loss, deduction and credit recognized by the Partnership Company for U.S. federal income tax purposes and allocated to the Partners Parties in accordance with the provisions hereof shall will be determined without regard to any election under Section section 754 of the Code that which may be made by the PartnershipCompany; provided, however, that such allocations, once made, shall will be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) as necessary or appropriate to take into account those adjustments permitted or required by Sections sections 734 and 743 of the Code. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for U.S. federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (Aa) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in consistent with the manner provided under principles of Section 704(c) of the Code that takes to take into account the variation between the Agreed Section 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and and (Bb) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit B. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such property, property and the allocations thereof pursuant to Exhibit B; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A)2.B(1) of this Exhibit C; and and (Bb) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (iii3) The General Partner may cause all other items of income, gain, loss and deduction shall be allocated among the Partnership Partners in the same manner as their correlative item of “book” gain or loss is allocated pursuant to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration 6.1 of the Partnership, the General Partner, as it determines in its sole Agreement and absolute discretion is necessary or appropriate to execute the provisions Section 1 of this Agreement and Exhibit C. C. To the extent Regulations promulgated pursuant to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise permit a Partnership to preserve or achieve uniformity utilize alternative methods to eliminate the disparities between the Carrying Value of the Units (or any class or classes thereof); property and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax its adjusted basis, (G) the allocation of asset values and tax basis, (H) General Partner shall have the adoption and maintenance of accounting methods, (I) authority to elect the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized method to be used by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof such election shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Codebinding on all Partners. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.

Allocations for Tax Purposes. (a) A. Except as otherwise provided hereinin this Section 2, for U.S. federal income tax purposes, each item of income, gain, loss and deduction shall be allocated, for U.S. federal income tax purposes, allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (b) B. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions deduction shall be allocated for U.S. federal income tax purposes among the Partners as follows: (i) (Aa) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in consistent with the manner provided under principles of Section 704(c) of the Code that takes to take into account the variation between the Agreed Section 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and and (Bb) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (ii) (Aa) In the case of an Adjusted Property, such items attributable thereto shall shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Book-Tax Disparity of Unrealized Gain or Unrealized Loss attributable to such property, property and the allocations thereof pursuant to Exhibit B; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A)2.B(1) of this Exhibit C; and and (Bb) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.6.1 of the Agreement and Section 1 of this Exhibit C. (iii3) The General Partner may cause all other items of income, gain, loss and deduction shall be allocated among the Partnership Partners in the same manner as their correlative item of “book” gain or loss is allocated pursuant to eliminate Book-Tax Disparities using any method or methods described in Treasury Regulation Section 1.704-3 or that it determines is appropriate, in its sole and absolute discretion. (c) For the proper administration 6.1 of the Partnership, the General Partner, as it determines in its sole Agreement and absolute discretion is necessary or appropriate to execute the provisions Section 1 of this Agreement and Exhibit C. C. To the extent Regulations promulgated pursuant to comply with U.S. federal, state and local tax law, may (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise permit a Partnership to preserve or achieve uniformity utilize alternative methods to eliminate the disparities between the Carrying Value of the Units (or any class or classes thereof); property and (iv) adopt and employ methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of holders of Units, (E) the provision of tax information and reports to the holders of Units, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax its adjusted basis, (G) the allocation of asset values and tax basis, (H) General Partner shall have the adoption and maintenance of accounting methods, (I) authority to elect the recognition of the Transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software. (d) All items of income, gain, loss, deduction and credit recognized method to be used by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof such election shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner in its sole and absolute discretion) to take into account those adjustments permitted or required by Sections 734 and 743 of the Codebinding on all Partners. (e) For purposes of determining the items of Partnership income, gain, loss, deduction, or credit allocable to any Partner with respect to any period, such items shall be determined on a daily, monthly, quarterly or other basis, as determined by the General Partner in its sole and absolute discretion using any permissible method under Code Section 706 and the Regulations thereunder.