Common use of Income Tax Allocations Clause in Contracts

Income Tax Allocations. (a) All items of income, gain, loss and deduction for U.S. federal income tax purposes shall be allocated in the same manner as the corresponding item is allocated pursuant to Sections 6.2(a) or 6.2(b), except as otherwise provided in this Sections 6.3. (b) In accordance with the principles of Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values), income, gain, deduction and loss with respect to any Company property having a Book Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among the Members in order to account for any such difference using the “remedial method” under Treasury Regulation Section 1.704-3(d) or such other method or methods as determined by the Board to be appropriate and in accordance with the applicable Treasury Regulations. (c) Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations) and (ii) recapture of grants or credits shall be allocated to the Members in accordance with applicable law. (d) Tax credits of the Company shall be allocated among the Members as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii). (e) Allocations pursuant to this Section 6.3 are solely for purposes of U.S. federal, and applicable state and local income taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. (f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

Income Tax Allocations. (a) All items of income, gain, loss and deduction for U.S. federal income tax purposes shall be allocated in the same manner as the corresponding item is allocated pursuant to Sections 6.2(a) Section 6.2 or 6.2(b)Section 6.3, except as otherwise provided in this Sections 6.3Section 6.4. (b) In accordance with the principles of Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values), income, gain, deduction and loss with respect to any Company property having a Book Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among the Members in order to account for any such difference using the “remedial method” under Treasury Regulation Section 1.704-3(d) or such other method or methods as determined by the Board Managing Member to be appropriate and in accordance with the applicable Treasury Regulations. (c) Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulation Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations) ); and (ii) recapture of grants or credits shall be allocated to the Members in accordance with applicable lawLaw. (d) Tax credits of the Company shall be allocated among the Members as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii). (e) Allocations pursuant to this Section 6.3 are solely for purposes of U.S. federal, and applicable state and local income taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. (f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x). (e) Tax credits of the Company shall be allocated among the Members as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii). (f) Allocations pursuant to this Section 6.4 are solely for purposes of U.S. federal, state, and local Taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

Income Tax Allocations. (a) All items of income, gain, loss and deduction for U.S. federal income tax purposes shall be allocated in the same manner as the corresponding item is allocated pursuant to Sections 6.2(a) Section 6.01 or 6.2(b)Section A-4, except as otherwise provided in this Sections 6.3Section A-4. (b) In accordance with the principles of Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values), income, gain, deduction and loss with respect to any Company C.V. property or Obligations having a Book Value that differs from such property’s adjusted tax basis or adjusted issue price, respectively, for U.S. federal income tax basis purposes shall, solely for U.S. federal income tax purposes, be allocated among the Members Partners in order to account for any such difference using the “remedial methodtraditional method with curative allocations” under Treasury Regulation Section 1.704-3(d3(c) or such other method or methods as determined by the Board Managing Partner to be appropriate and in accordance with the applicable Treasury Regulations. (c) Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulation Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members Partners who received the benefit of such deductions (taking into account the effect of remedial allocations) allocations under Code Section 704(c)), and (ii) recapture of grants or credits shall be allocated to the Members Partners in accordance with applicable law. (d) Tax credits of the Company C.V. shall be allocated among the Members Partners as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii1.704‑1(b)(4)(ii) and 1.704-1(b)(4)(viii1.704‑1(b)(4)(viii). (e) Allocations pursuant to this Section 6.3 A-4 are solely for purposes of U.S. federal, and applicable state state, and local income taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any MemberPartner’s Capital Account capital account or share of Profits, Losses, other items or distributions pursuant to any provision of this Exhibit A or the Agreement. (f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

Income Tax Allocations. (ai) All items of income, gain, loss and deduction for U.S. federal income tax purposes shall be allocated in the same manner as the corresponding item is allocated pursuant to Sections 6.2(aSection 9.2(a) or 6.2(b9.2(b), except as otherwise provided in this Sections 6.3Section 9.2(c) or Section 9.2(d). (bii) In accordance with the principles of Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values)thereunder, income, gain, deduction and loss with respect to any property contributed to the capital of the Company property having a Book Value that differs from such property’s adjusted U.S. federal income tax basis shall, except as provided in Section 9.2(d) with respect to Depletable Properties, solely for U.S. federal income tax purposes, be allocated among the Members in order to account for any such difference using the “remedial traditional method” under Treasury Regulation Section 1.704-3(d3(b). (iii) or such other method or methods as determined by the Board to be appropriate and in In accordance with the applicable principles of Code Section 704(c) and the Treasury RegulationsRegulations thereunder, income, gain, deduction and loss with respect to any property the Book Value of which is adjusted pursuant to Treasury Regulation Sections 1.704-1(b)(2)(iv)(e) or (f) shall, solely for U.S. federal income tax purposes, be allocated among the Members in order to account for any difference between such property’s adjusted U.S. federal income tax basis and such property’s Book Value using any reasonable method selected by the Board. (civ) Any (iA) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations) ), and (iiB) recapture of grants or credits shall be allocated to the Members in accordance with applicable lawLaw. (dv) Tax credits of the Company shall be allocated among the Members as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii). (evi) Allocations pursuant to this Section 6.3 9.2(c) are solely for purposes of U.S. federal, and applicable state state, and local income taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. (fvii) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

Income Tax Allocations. (a) All items of income, gain, loss and deduction for U.S. federal income tax purposes shall be allocated in the same manner as the corresponding item is allocated pursuant to Sections Section 6.2(a) or Section 6.2(b), except as otherwise provided in this Sections Section 6.3. (b) In accordance with the principles of Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values), income, gain, deduction and loss with respect to any Company property having a Book Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among the Members in order to account for any such difference (i) in the case of any such difference as of the Effective Date in any property contributed (or deemed contributed) pursuant to the Contribution Agreement, using the “remedial methodtraditional method with curative allocations,” with the curative allocations applied only to sale gain, under Treasury Regulation Section 1.704-3(d3(c), and (ii) or in the case of any other such other differences, using such method or methods as determined by the Board to be appropriate and in accordance with the applicable Treasury Regulations. (c) Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations) and (ii) recapture of grants or credits shall be allocated to the Members in accordance with applicable law. (d) Tax credits of the Company shall be allocated among the Members as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii). (e) Allocations pursuant to this Section 6.3 are solely for purposes of U.S. federal, and applicable state state, and local income taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. (f) If, as a result of an exercise of a noncompensatory non-compensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).. FLOWCO MERGECO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Income Tax Allocations. (a) All Except as provided in Section 9.2(b), for each Fiscal Year (or other period for which allocations are required under the Code or the Treasury Regulations), items of Company income, deduction, gain, loss or credit that are recognized for tax purposes shall be allocated in such manner as to equitably reflect amounts credited or debited to each Member’s Capital Account for the current and prior Accounting Periods (or relevant portions thereof). Such allocations (including allocations with respect to contributed and revalued property) shall take into account the principles of section 704(b) and section 704(c) of the Code and the Treasury Regulations thereunder, including Treasury Regulation sections 1.704-1(b)(2)(iv)(f)(1) through (5), section 1.704-1(b)(4)(i), and section 1.704-3, or any successor provisions. At the Managing Member’s sole and absolute discretion, the Company may aggregate realized gains and losses for this purpose in any manner permitted by Treasury Regulation section 1.704-3 or IRS guidance. (b) Notwithstanding Section 9.2(a), in the event that all or a portion of a Member’s Units are repurchased, the Managing Member may, in its sole and absolute discretion, specially allocate items of Company income and gain to that Member for tax purposes to reduce the amount, if any, by which the amount of the repurchase exceeds such Member’s “adjusted tax basis,” for federal income tax purposes, in the allocable portion of such Member’s Units in the Company as of such time (as determined by the Managing Member, which determination may be made without regard to any adjustments made to such “adjusted tax basis” by reason of any transfer or assignment of such Units, including by reason of death, termination or dissolution (except to the extent any such adjustment resulted in a corresponding adjustment under section 743 of the Code), and by disregarding such Member’s share of liabilities under section 752 of the Code). Company net realized losses may be specially allocated by the Managing Member in a similar manner. The items of Company income, gain, loss and deduction that may be allocated under this Section 9.2(b) shall be limited to capital gains and losses, and/or other items of income, gain, loss and deduction for U.S. federal income tax purposes shall be allocated deduction; in each case, the same manner as the corresponding item allocation of which is allocated pursuant permitted to Sections 6.2(a) or 6.2(b), except as otherwise provided in this Sections 6.3. (b) In accordance with cure “book-tax” differences under the principles of Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values), income, gain, deduction and loss with respect to any Company property having a Book Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among the Members in order to account for any such difference using the “remedial method” under Treasury Regulation Section section 1.704-3(d) or such other method or methods as determined by the Board to be appropriate and in accordance with the applicable Treasury Regulations3. (c) Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations) and (ii) recapture of grants or credits shall be allocated to the Members in accordance with applicable law. (d) Tax credits of the Company shall be allocated among the Members as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii). (e) Allocations pursuant to this Section 6.3 are solely for purposes of U.S. federal, and applicable state and local income taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. (f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

Income Tax Allocations. (a) All items of income, gain, loss and deduction for U.S. federal Federal income tax purposes shall be allocated in the same manner as the corresponding item of Profits and Losses is allocated pursuant to Sections 6.2(a) or 6.2(b)allocated, except as otherwise provided in this Sections 6.3Section 5.6. (b) In accordance with the principles of Code Section 704(c) and the applicable Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values)thereunder, income, gain, loss, and deduction and loss with respect to any property contributed to the Company property having a Book Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for Federal income tax purposes and its initial Book Value. In the event the Book Value of any property is adjusted pursuant to clause (ii) or (iv) of the definition of Book Value, subsequent allocations of income, gain, loss, and deduction with respect to such property shall take account of any variation between the adjusted basis of such property for Federal income tax purposes and its Book Value in order the same manner as under Code Section 704(c) and the applicable Regulations thereunder. For purposes of the allocations pursuant to account for any such difference using this Section 5.6(b), the “Company shall elect the remedial method” under allocation method described in Treasury Regulation Section 1.704-3(d) or such other allocation method or methods as is determined by the Board to be appropriate and in accordance with the applicable Treasury RegulationsManaging Member. (c) Any (iiii) recapture of depreciation depreciation, depletion, intangible drilling costs or any other item of deduction shall be allocated, in accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations) ), and (iiiv) recapture of grants or credits shall be allocated to the Members in accordance with applicable law. (d) Tax credits of the Company shall be allocated among the Members as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii). (e) Allocations pursuant to this Section 6.3 5.6 are solely for purposes of U.S. federalFederal, state, and applicable state local taxes and local income taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. (f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

Income Tax Allocations. (a) All items of income, gain, loss and deduction for U.S. federal income tax Tax purposes shall be allocated in the same manner as the corresponding item is allocated pursuant to Sections 6.2(a) Section 6.2 or 6.2(b)Section 6.3, except as otherwise provided in this Sections 6.3Section 6.4 or Section 6.5. (b) In accordance with the principles of Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values), income, gain, deduction and loss with respect to any Company property having a Book Value that differs from such property’s adjusted U.S. federal income tax Tax basis shall, solely for U.S. federal income tax Tax purposes, be allocated among the Members in order to account for any such difference using the “remedial method” under Treasury Regulation Section 1.704-3(d) or such other method or methods as determined by the Board to be appropriate and in accordance with the applicable Treasury Regulations.. FORTIS ACQUISITION JV, LLC LIMITED LIABILITY COMPANY AGREEMENT (c) Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulation Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations) ); and (ii) recapture of grants or credits shall be allocated to the Members in accordance with applicable lawLaw. (d) If, as a result of an exercise of a non-compensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x). (e) Tax credits of the Company shall be allocated among the Members as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii). (ef) Allocations pursuant to this Section 6.3 6.4 are solely for purposes of U.S. federal, and applicable state state, and local income taxes Taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. (f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

Income Tax Allocations. (a) All items of income, gain, loss and deduction for U.S. federal income tax purposes shall be allocated in the same manner as the corresponding item is allocated pursuant to Sections 6.2(a) Section 5.2 or 6.2(b)Section 5.3, except as otherwise provided in this Sections 6.3Section 5.4. (b) In accordance with the principles of Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values), income, gain, deduction and loss with respect to any Company Partnership property having a Book Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among the Members Partners in order to account for any such difference using the “remedial method” under Treasury Regulation Section 1.704-3(d) or such other method or methods as determined by the Board General Partner to be appropriate and in accordance with the applicable Treasury Regulations. (c) Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulation Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members Partners who received the benefit of such deductions (taking into account the effect of remedial allocations) ), and (ii) recapture of grants or credits shall be allocated to the Members Partners in accordance with applicable law. (d) Tax credits of the Company Partnership shall be allocated among the Members Partners as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii). (e) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Partnership, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Partnership shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x). (f) Allocations pursuant to this Section 6.3 5.4 are solely for purposes of U.S. federal, and applicable state state, and local income taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any MemberPartner’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. (f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).. GPM PETROLEUM LP THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Income Tax Allocations. (a) All items of income, gain, loss and deduction for U.S. federal income tax purposes shall be allocated in the same manner as the corresponding item is allocated pursuant to Sections 6.2(a) Section 8.1 or 6.2(b)Section 8.2, except as otherwise provided in this Sections 6.3Section 8.3. (b) In accordance with the principles of Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values), income, gain, deduction and loss with respect to any Company property having a Book Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among the Members in order to account for any such difference using the “remedial allocation method” under Treasury Regulation Section 1.704-3(d) or such other method or methods as determined by the Board to be appropriate and in accordance with the applicable Treasury Regulations). (c) Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulation Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocationsallocations made pursuant to Section 8.3(b)) and (ii) recapture of grants or credits shall be allocated to the Members in accordance with applicable lawLaw. (d) Tax credits of the Company shall be allocated among the Members as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii). (e) If, as a result of an exercise of a non-compensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x). (f) Allocations pursuant to this Section 6.3 8.3 are solely for purposes of U.S. federal, and applicable state and local income taxes Taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. (f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

Income Tax Allocations. (a) All Except as provided in Section 9.2(b), for each Fiscal Year (or other period for which allocations are required under the Code or the Treasury Regulations), items of Company income, deduction, gain, loss or credit that are recognized for tax purposes shall be allocated in such manner as to equitably reflect amounts credited or debited to each Member’s Capital Account for the current and prior Accounting Periods (or relevant portions thereof). Such allocations (including allocations with respect to contributed and revalued property) shall take into account the principles of section 704(b) and section 704(c) of the Code and the Treasury Regulations thereunder, including Treasury Regulations sections 1.704-1(b)(2)(iv)(f)(1) through (5), section 1.704-1(b)(4)(i), and section 1.704-3, or any successor provisions. At the Managing Member’s sole and absolute discretion, the Company may aggregate realized gains and losses for this purpose in any manner permitted by Treasury Regulations section 1.704-3 or IRS guidance. (b) Notwithstanding Section 9.2(a), in the event that all or a portion of a Member’s Units are repurchased, the Managing Member may, in its sole and absolute discretion, specially allocate items of Company income and gain to that Member for tax purposes to reduce the amount, if any, by which the amount of the repurchase exceeds such Member’s “adjusted tax basis,” for federal income tax purposes, in the allocable portion of such Member’s Units in the Company as of such time (as determined by the Managing Member, which determination may be made without regard to any adjustments made to such “adjusted tax basis” by reason of any transfer or assignment of such Units, including by reason of death, termination or dissolution (except to the extent any such adjustment resulted in a corresponding adjustment under section 743 of the Code), and by disregarding such Member’s share of liabilities under section 752 of the Code). Company net realized losses may be specially allocated by the Managing Member in a similar manner. The items of Company income, gain, loss and deduction that may be allocated under this Section 9.2(b) shall be limited to capital gains and losses, and/or other items of income, gain, loss and deduction for U.S. federal income tax purposes shall be allocated deduction; in each case, the same manner as the corresponding item allocation of which is allocated pursuant permitted to Sections 6.2(a) or 6.2(b), except as otherwise provided in this Sections 6.3. (b) In accordance with cure “book-tax” differences under the principles of Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values), income, gain, deduction and loss with respect to any Company property having a Book Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among the Members in order to account for any such difference using the “remedial method” under Treasury Regulation Section section 1.704-3(d) or such other method or methods as determined by the Board to be appropriate and in accordance with the applicable Treasury Regulations3. (c) Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations) and (ii) recapture of grants or credits shall be allocated to the Members in accordance with applicable law. (d) Tax credits of the Company shall be allocated among the Members as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii). (e) Allocations pursuant to this Section 6.3 are solely for purposes of U.S. federal, and applicable state and local income taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. (f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

Income Tax Allocations. (a) All items of income, gain, loss and deduction for U.S. federal income tax purposes shall be allocated in the same manner as the corresponding item of Profits and Losses is allocated pursuant to Sections 6.2(a) or 6.2(b)allocated, except as otherwise provided in this Sections 6.3‎Section 6.03. (b) In accordance with the principles of Code Section 704(c) and the applicable Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values)thereunder, income, gain, loss, and deduction and loss with respect to any Company property having a Book Value that differs from such property’s adjusted U.S. federal income tax basis contributed to the Partnership shall, solely for U.S. federal income tax purposes, be allocated among the Members Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for Federal income tax purposes and its initial Book Value. In the event the Book Value of any property is adjusted pursuant to clause (b) or (d) of the definition of Book Value, subsequent allocations of income, gain, loss, and deduction with respect to such property shall take account of any variation between the adjusted basis of such property for Federal income tax purposes and its Book Value in order the same manner as under Code Section 704(c) and the applicable Regulations thereunder. For purposes of the allocations pursuant to account for any such difference using this ‎Section 6.03(b), the “Partnership shall elect the remedial method” under allocation method described in Treasury Regulation Section 1.704-3(d) or such other allocation method or methods as is determined by the Board to be appropriate and in accordance with the applicable Treasury Regulationsof Directors. (c) Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulation Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members Partners who received the benefit of such deductions (taking into account the effect of remedial allocations) ), and (ii) recapture of grants or any income tax credits shall be allocated to the Members Partners in accordance with applicable lawTreasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(vii). (d) Tax credits of the Company Partnership shall be allocated among the Members Partners as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii). (e) Allocations pursuant to this Section 6.3 ‎Section 6.03 are solely for purposes of U.S. federal, and applicable state state, and local income taxes and, except as otherwise specifically provided, and shall not affect, or in any way be taken into account in computing, any MemberPartner’s Capital Account (except as provided in Treasury Regulation Section 1. 704-1(b)(2)(iv)(j)) or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. (f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

Income Tax Allocations. (a) All items of income, gain, loss and deduction for U.S. federal income tax purposes shall be allocated in the same manner as the corresponding item is allocated pursuant to Sections 6.2(a) Section 8.01 or 6.2(b)Section 8.02, except as otherwise provided in this Sections 6.3Section 8.03. (b) In accordance with the principles of Code Section 704(c) and the applicable Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values)thereunder, income, gain, loss, and deduction and loss with respect to any property contributed to the Company property having a Book Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for Federal income tax purposes and its initial Book Value. In the event the Book Value of any property is adjusted pursuant to clause (b) or (d) of the definition of Book Value, subsequent allocations of income, gain, loss, and deduction with respect to such property shall take account of any variation between the adjusted basis of such property for Federal income tax purposes and its Book Value in order the same manner as under Code Section 704(c) and the applicable Regulations thereunder. For purposes of the allocations pursuant to account for any such difference using this Section 8.03, the “remedial method” under Company shall elect the traditional allocation method described in Treasury Regulation Section 1.704-3(d) or such other allocation method or methods as is determined by the Board to be appropriate and in accordance with the applicable Treasury RegulationsBoard. (c) Any (i) recapture of depreciation depreciation, depletion, intangible drilling costs or any other item of deduction shall be allocated, in accordance with Treasury Regulation Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations) ), and (ii) recapture of grants or credits shall be allocated to the Members in accordance with applicable law. (d) Tax credits of the Company shall be allocated among the Members as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii1.704 (b)(4)(iii) and 1.704-1.704 1(b)(4)(viii). (e) Allocations pursuant to this Section 6.3 8.03 are solely for purposes of U.S. federal, and applicable state state, and local income taxes and, except as otherwise specifically provided, and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. (f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

Income Tax Allocations. (a) All items Except as otherwise provided in this Section 4.6, for U.S. federal, state and local income Tax purposes each item of income, gain, loss and deduction for U.S. federal income tax purposes of the Company shall be allocated to the Members in the same manner as the corresponding item is such items are allocated for book purposes pursuant to Sections 6.2(a) or 6.2(b)4.2, except as otherwise provided in this Sections 6.34.3, 4.4, 4.5, 4.7, 4.8 and 4.9. (b) In accordance with the principles of Code Section 704(c) of the Code and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code and subject to Section 704(c) to changes in Book Values4.6(e), income, gain, loss, and deduction and loss with respect to any property contributed to the capital of the Company property having a Book Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax Tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income Tax purposes and its initial 704(b) Book Value (computed in order to account for any such difference accordance with the definition of 704(b) Book Value) using the “remedial methodremedial” under method permitted by Treasury Regulation Regulations Section 1.704-3(d) or such other method or methods as determined by the Board to be appropriate and in accordance with the applicable Treasury Regulations). (c) In the event the 704(b) Book Value of any Asset of the Company is adjusted pursuant to clause (ii) of the definition of 704(b) Book Value subject to Section 4.6(e), subsequent allocations of income, gain, loss, and deduction with respect to such Asset shall take account of any variation between the adjusted basis of such Asset for U.S. federal income Tax purposes and its 704(b) Book Value in the same manner as under Section 704(c) of the Code and the Treasury Regulations thereunder. (d) Any (i) recapture of depreciation or any other item of deduction shall be allocated, allocated in accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations) and (ii) recapture of grants or credits shall be allocated to the Members in accordance with applicable law. (d) Tax credits of the Company shall be allocated among the Members as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii)Applicable Law. (e) Pursuant to Section 704(c)(1)(C) of the Code, the Dominion Discount Amount Intangible shall be treated as an asset of the Company for applicable income Tax purposes with a $0 704(b) Book Value, the tax basis of which shall be depreciated or amortized as reasonably determined by the Partnership Representative in consultation with the Partner Member, with such depreciation or amortization allocated entirely to the Dominion Member. (f) Allocations pursuant to this Section 6.3 4.6 are solely for purposes of U.S. federal, and applicable state and local income taxes and, except as otherwise specifically provided, Taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, PTCs, other items or distributions pursuant to any provision of this Agreement. (f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

Income Tax Allocations. (a) All items of income, gain, loss and deduction for U.S. federal income tax purposes shall be allocated in the same manner as the corresponding item is allocated pursuant to Sections 6.2(a) Section 6.01 or 6.2(b)Section A-4, except as otherwise provided in this Sections 6.3Section A-4. (b) In accordance with the principles of Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values), income, gain, deduction and loss with respect to any Company C.V. property having a Book Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among the Members Partners in order to account for any such difference using the “remedial methodtraditional method with curative allocations” under Treasury Regulation Section 1.704-3(d3(c) or such other method or methods as determined by the Board Managing Partner to be appropriate and in accordance with the applicable Treasury Regulations. (c) Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulation Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members Partners who received the benefit of such deductions (taking into account the effect of remedial allocations) allocations under Code Section 704(c)), and (ii) recapture of grants or credits shall be allocated to the Members Partners in accordance with applicable law. (d) Tax credits of the Company C.V. shall be allocated among the Members Partners as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii). (e) Allocations pursuant to this Section 6.3 A-4 are solely for purposes of U.S. federal, and applicable state state, and local income taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any MemberPartner’s Capital Account capital account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. (f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

Income Tax Allocations. (a) All items of income, gain, loss and deduction for U.S. federal income tax purposes shall be allocated in the same manner as the corresponding item is allocated pursuant to Sections 6.2(a) or 6.2(b), except as otherwise provided in this Sections 6.3. (b) In accordance with the principles of Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values), income, gain, deduction and loss with respect to any Company property having a Book Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among the Members in order to account for any such difference using the “remedial method” under Treasury Regulation Section 1.704-3(d) or such other method or methods as determined by the Board to be appropriate and in accordance with the applicable Treasury Regulations. (c) Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations) and (ii) recapture of grants or credits shall be allocated to the Members in accordance with applicable law.. AAG HOLDING CO1, LLC Limited Liability Company Operating Agreement (d) Tax credits of the Company shall be allocated among the Members as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii). (e) Allocations pursuant to this Section 6.3 are solely for purposes of U.S. federal, and applicable state and local income taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. (f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

Income Tax Allocations. (a) All items of income, gain, loss and deduction for U.S. federal income tax purposes shall be allocated in the same manner as the corresponding item of Profits and Losses is allocated pursuant to Sections 6.2(a) or 6.2(b)allocated, except as otherwise provided in this Sections 6.3Section 6.03. (b) In accordance with the principles of Code Section 704(c) and the applicable Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values)thereunder, income, gain, loss, and deduction and loss with respect to any Company property having a Book Value that differs from such property’s adjusted U.S. federal income tax basis contributed to the Partnership shall, solely for U.S. federal income tax purposes, be allocated among the Members Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for Federal income tax purposes and its initial Book Value. In the event the Book Value of any property is adjusted pursuant to clause (b) or (d) of the definition of Book Value, subsequent allocations of income, gain, loss, and deduction with respect to such property shall take account of any variation between the adjusted basis of such property for Federal income tax purposes and its Book Value in order the same manner as under Code Section 704(c) and the applicable Regulations thereunder. For purposes of the allocations pursuant to account for any such difference using this Section 6.03(b), the “Partnership shall elect the remedial method” under allocation method described in Treasury Regulation Section 1.704-3(d) or such other allocation method or methods as is determined by the Board to be appropriate and in accordance with the applicable Treasury Regulationsof Directors. (c) Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulation Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members Partners who received the benefit of such deductions (taking into account the effect of remedial allocations) ), and (ii) recapture of grants or any income tax credits shall be allocated to the Members Partners in accordance with applicable lawTreasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(vii). (d) Tax credits of the Company Partnership shall be allocated among the Members Partners as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii). (e) Allocations pursuant to this Section 6.3 6.03 are solely for purposes of U.S. federal, and applicable state state, and local income taxes and, except as otherwise specifically provided, and shall not affect, or in any way be taken into account in computing, any MemberPartner’s Capital Account (except as provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(j)) or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. (f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

Income Tax Allocations. (a) All items of income, gain, loss and deduction for U.S. federal income tax purposes shall be allocated in the same manner as the corresponding item is allocated pursuant to Sections 6.2(a) Section 6.01 or 6.2(b)Section 6.02, except as otherwise provided in this Sections 6.3Section 6.03 or Section 6.04. (b) In accordance with the principles of Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values), income, gain, deduction and loss with respect to any Company property having a Book Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among the Members in order to account for any such difference using the “remedial allocation method” under Treasury Regulation Section 1.704-3(d) or such other unless the Manager determines to utilize another Section 704(c) method or methods as determined by the Board to be appropriate and in accordance with that are allowable under the applicable Treasury Regulations. (c) Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of remedial allocations) ), and (ii) recapture of grants or credits shall be allocated to the Members in accordance with applicable lawApplicable Law. (d) Tax credits of the Company shall be allocated among the Members as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii). (e) Allocations pursuant to this Section 6.3 6.03 are solely for purposes of U.S. federal, and applicable state state, and local income taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. (f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).