Common use of Tax Allocations; Code Section 704(c) Clause in Contracts

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this Agreement, each item of income, gain, loss, deduction and credit shall be allocated among the Members in the same manner for U.S. federal income tax purposes as the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, deduction and credit with respect to any property contributed to the capital of the Company 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 tax basis of such property at the time of contribution to the Company for U.S. federal income tax purposes and its initial Gross Asset Value at the time of contribution using the “traditional method” as set forth in Treasury Regulation Section 1.704-3(b). (b) In the event the Gross Asset Value of any Company asset is adjusted in accordance with the definition of Gross Asset Value hereof, subsequent allocations of items of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Value in a manner consistent with the principles of Code Section 704(c) and the Treasury Regulations promulgated thereunder. (c) Any elections or other decisions relating to such allocations shall, subject to Section 6.3(a)(xiv) hereof, be made by the Managing Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section are solely for purposes of U.S. federal, state, and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction), other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this AgreementFor income tax purposes only, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Members Partners in the same manner for U.S. federal income tax purposes as the correlative item corresponding items of book Profits and Losses and specially allocated items are allocated for Capital Account purposes. (b) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, deduction and credit with respect to any property contributed to the capital of the Company 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 tax basis of such property at the time of contribution to the Company Partnership for U.S. federal income tax purposes and its initial Gross Asset Value at the time of contribution using the “traditional method” as set forth in Treasury Regulation Section 1.704-3(b)Value. (bc) In the event the Gross Asset Value of any Company asset is of the Partnership shall be adjusted in accordance with pursuant to the definition provisions of Gross Asset Value hereofthis Agreement, subsequent allocations of items of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Value in a the same manner consistent with the principles of Code as under Section 704(c) of the Code and the Treasury Regulations promulgated thereunder. (cd) Any elections or other decisions relating to such Section 704(c) allocations shall, subject to and “reverse Section 6.3(a)(xiv704(c) hereof, allocations” shall be made by the Managing Member Partners in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations Unless otherwise agreed by the Partners, the Partnership shall use the “traditional allocation method” for such allocations, in accordance with Treas. Reg. § 1.704-3(b). Section 704(c) allocations pursuant to this Section 5.3 are solely for purposes of U.S. federal, state, and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Partner’s Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this AgreementSection 5.8, each item of income, gain, loss, and deduction and credit of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for U.S. federal income tax book purposes as the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. under this Article V. (b) In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, and deduction and credit with respect to any property Property contributed to the capital of the Company 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 tax basis of such property at the time of contribution Property to the Company for U.S. federal income tax purposes and its initial Gross Asset Value at (computed in accordance with the time definition of contribution “Gross Asset Value”) using the “traditional remedial allocation method” as set forth described in Treasury Regulation Regulations Section 1.704-3(b3(d). (bc) In the event the Gross Asset Value of any Company asset is adjusted in accordance with pursuant to subparagraph (b) of the definition of “Gross Asset Value hereof, Value,” subsequent allocations of items of income, gain, loss loss, and deduction with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Value in a the same manner consistent with the principles of as under Code Section 704(c) and the Treasury Regulations promulgated thereunderthereunder applying the “remedial allocation method” described in Treasury Regulations Section 1.704-3(d). (cd) Any elections or other decisions relating to such allocations shall, subject to Section 6.3(a)(xiv) hereof, shall be made by the Managing Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.8 are solely for purposes of U.S. federal, state, and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Member’s Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this AgreementSection 5.6, each item of income, gain, loss, loss and deduction and credit of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for U.S. federal income tax book purposes as the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. under this Article V. In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, loss and deduction and credit with respect to any property Property contributed to the capital of the Company 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 tax basis of such property at the time of contribution Property to the Company for U.S. federal income tax purposes and its initial Gross Asset Value at (computed in accordance with the time definition of contribution using Gross Asset Value). Such allocation shall be made in accordance with the “traditional remedial method” as set forth in Treasury Regulation described by Regulations Section 1.704-3(b3(d). (b) In the event the Gross Asset Value of any Company asset Property is adjusted in accordance with pursuant to subparagraph (ii) of the definition of Gross Asset Value hereofValue, subsequent allocations of items of income, gain, loss and deduction with respect to such asset Property shall take account of any variation between the adjusted tax basis of such asset Property for U.S. federal income tax purposes and its adjusted Gross Asset Value in a the same manner consistent with the principles of as under Code Section 704(c) and the Treasury Regulations promulgated thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to 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.” (d) Any elections or other decisions relating to such allocations shall, subject to Section 6.3(a)(xiv) hereof, shall be made by the Managing Tax Matters Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 are solely for purposes of U.S. federal, state, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Member’s Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this Agreement, each item of income, gain, loss, deduction and credit shall be allocated among the Members in the same manner for U.S. federal income tax purposes as the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, and deduction and credit with respect to any property Property contributed (or deemed contributed) to the capital of the Company 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 tax basis of such property at the time of contribution Property to the Company for U.S. federal income tax purposes and its initial Gross Asset Value at (computed in accordance with the time definition of contribution using “Gross Asset Value”). Such allocation shall be made in any permitted manner determined by the “traditional method” as set forth in Managing Member, including any remedial or curative allocation methods permitted under Section 704(c) of the Code and the Treasury Regulation Section 1.704-3(b). (b) Regulations promulgated thereunder. In the event the Gross Asset Value of any Company asset Property is adjusted in accordance with pursuant to subparagraph (ii) of the definition of “Gross Asset Value hereof, Value,” subsequent allocations of items of income, gain, loss loss, and deduction with respect to such asset Property shall take account of any variation between the adjusted tax basis of such asset Property for U.S. federal income tax purposes and its adjusted Gross Asset Value in a the same manner consistent with the principles of as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in any permitted manner determined by the Managing Member, including any remedial or curative allocation methods permitted under Section 704(c) of the Code and the Treasury Regulations promulgated thereunder. (c) Any elections or other decisions relating to such allocations shall, subject to Section 6.3(a)(xiv) hereof, be made by the Managing Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.6 are solely for purposes of U.S. federal, state, and local income taxes Taxes and shall not affect, or in any way be taken into account in computing, any Members’ Member’s Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this Agreement, each item of income, gain, loss, deduction and credit shall be allocated among In the Members in event any Partnership property is reflected on the same manner for U.S. federal income tax purposes as the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, deduction and credit with respect to any property contributed to the capital books of the Company shall, solely for U.S. federal income tax purposes, be allocated among the Members so as to take account of any variation between Partnership at a book value that differs from the adjusted tax basis of such property at the time of its contribution to the Company for U.S. federal income tax purposes and Partnership or its initial Gross Asset Value at the time of contribution using the “traditional method” as set forth in revaluation pursuant to Treasury Regulation Section Regulations Sections 1.704-3(b1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f). (b) In the event the Gross Asset Value of any Company asset is adjusted in accordance with the definition of Gross Asset Value hereof, subsequent allocations of items of respectively, income, gain, loss loss, and deduction with respect to such asset shall take account of any variation between property shall, solely for tax purposes, be allocated among the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Value Partners in a the manner consistent with the principles of required by Code Section 704(c) and the Treasury Regulations promulgated thereunderSections 1.704-1(b)(4)(i) and 1.704-3. Consistent with the foregoing, with respect to Partnership property owned as of the date hereof, depreciation, amortization or other cost recovery deductions shall be allocated in accordance with the traditional method contained in Treasury Regulations Section 1.704-3(b) or any succeeding applicable provision, unless the General Partner and a Contributing Partner have specifically agreed otherwise. For property acquired by or contributed to the Partnership subsequent to the date hereof, the Tax Matters Partner shall, at its sole discretion and on a property by property basis, choose between any permissible method contained in Treasury Regulations Section 1.704-3 or any similar succeeding applicable provision. For purposes of allocating the Partnership's earnings and profits to corporate Partners, depreciation, amortization and cost recovery deductions used in determining earnings and profits shall be allocated among the Partners in the same manner as allocations of depreciation, amortization and other cost recovery deductions for regular tax purposes, adjusted for differences in earnings and profits, bases and depreciation periods. (cb) Any elections or other decisions relating to such allocations shall, subject to Section 6.3(a)(xiv) hereof, shall be made by the Managing Member Tax Matters Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 4.08 are solely for purposes of U.S. federal, state, and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Person's Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this Agreement, each item of income, gain, loss, deduction and credit shall be allocated among the Members in the same manner for U.S. federal income tax purposes as the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, and deduction and credit with respect to any property contributed to the capital of the Company 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 tax basis of such property at the time of contribution to the Company Partnership for U.S. federal income tax purposes and its initial Gross Asset Value at (computed in accordance with subparagraph (a) of the time definition of contribution using “Gross Asset Value”). The Partnership shall utilize the “traditional method” method with curative allocations as set forth described in Treasury Regulation Section Treas. Reg. § 1.704-3(b)3(c) with respect to each item of contributed property. (b) In the event the Gross Asset Value of any Company Partnership asset is adjusted in accordance with pursuant to subparagraph (b) of the definition of “Gross Asset Value hereofValue”, subsequent allocations of items of income, gain, loss loss, and deduction with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Value in a the same manner consistent with the principles of as under Code Section 704(c) and the Treasury Regulations promulgated thereunder. (c) Any Subject to Section B.2.7(a), any elections or other decisions relating to such allocations shall, subject to Section 6.3(a)(xiv) hereof, shall be made by the Managing Member in any manner that reasonably reflects the purpose and intention of this AgreementGeneral Partner. Allocations pursuant to this Section B.2.7 are solely for purposes of U.S. federal, state, and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Partner’s Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. (d) Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Profits or Losses, as the case may be, for the Fiscal Year. For purposes of determining the nature (as ordinary or capital) of any Partnership gain allocated among the Partners for Federal income tax purposes pursuant to this Agreement, the portion of such gain required to be recognized as ordinary income pursuant to Code Sections 1245 and/or 1250 shall be deemed to be allocated among the Partners in accordance with Treas. Reg. § 1.1245-1(e)(2) and 1.1250-1(f).

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this AgreementSection 6.06, each item of income, gain, loss, loss and deduction and credit of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for U.S. federal income tax book purposes as the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4under this Article IV. In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, loss and deduction and credit with respect to any property Property contributed to the capital of the Company 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 tax basis of such property at the time of contribution Property to the Company for U.S. federal income tax purposes and its initial Gross Asset Value at (computed in accordance with the time definition of contribution using the “traditional methodGross Asset Value” as set forth in Treasury Regulation Section 1.704-3(b1.01). (b) In the event the Gross Asset Value of any Company asset is adjusted in accordance with pursuant to clause (ii) of the definition of Gross Asset Value hereofValue, subsequent allocations of items of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Value in a the same manner consistent with the principles of as under Code Section 704(c) and the Treasury Regulations promulgated thereunder. (c) Any elections or other decisions relating to such allocations shall, subject to Section 6.3(a)(xiv) hereof, shall be made by the Managing Member Members in any manner that reasonably reflects the purpose and intention of this Agreement, provided that the Company shall elect to apply the traditional method described by Regulation Section 1.704-3(b), and provided, further, that any items of loss or deduction attributable to property contributed by a Member shall, to the extent of an amount equal to the excess of (A) the federal income tax basis of such property at the time of its contribution over (B) the Gross Asset Value of such property at such time, be allocated in its entirety to the such contributing Member and the tax basis of such property for purposes of computing the amounts of all items allocated to any other Member (including a transferee of the contributing Member) shall be equal to its Gross Asset Value upon its contribution to the Company. Allocations pursuant to this Section 6.06 are solely for purposes of U.S. federal, state, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Member’s Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this Agreement, each item of income, gain, loss, deduction and credit shall be allocated among the Members in the same manner for U.S. federal income tax purposes as the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. In addition, in accordance with Code Section 704(c) and the Treasury applicable Regulations thereunderthereunder in effect on the date of the contribution of any assets to which Code Section 704(c) relates, items of income, gain, loss, and deduction and credit with respect to any property contributed to the capital of the Company 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 tax basis of such property at the time of contribution to the Company Partnership for U.S. federal income tax purposes and its initial Gross Asset Value at (computed in accordance with the time definition of contribution using the “traditional method” as set forth in Treasury Regulation Section 1.704-3(b"Gross Asset Value"). (b) In the event the Gross Asset Value of any Company Partnership asset is adjusted in accordance with pursuant to subparagraph (ii) of the definition of "Gross Asset Value hereof, Value" subsequent allocations of items of income, gain, loss loss, and deduction with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Value in a the same manner consistent with the principles of as under Code Section 704(c) and the Treasury applicable Regulations promulgated thereunderthereunder in effect on the date of such adjustment. (c) Any elections or other decisions relating to such allocations shall, subject to Section 6.3(a)(xiv) hereof, shall be made by the Managing Member General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 are solely for purposes of U.S. federal, state, and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Partner's Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. (d) Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Profits or Losses, as the case may be', for the Allocation Year.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this Agreement, each item of income, gain, loss, deduction and credit shall be allocated among the Members in the same manner for U.S. federal income tax purposes as the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, and deduction and credit with respect to any property contributed to the capital of the Company 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 tax basis of such property at the time of contribution to the Company Partnership for U.S. federal income tax purposes and its initial Gross Asset Value at (computed in accordance with subparagraph (a) of the time definition of contribution using “Gross Asset Value”. The Partnership shall utilize the “traditional method” method with curative allocations as set forth described in Treasury Regulation Section Treas. Reg. § 1.704-3(b)3(c) with respect to each item of contributed property. (b) In the event the Gross Asset Value of any Company Partnership asset is adjusted in accordance with pursuant to subparagraph (b) of the definition of “Gross Asset Value hereofValue”, subsequent allocations of items of income, gain, loss loss, and deduction with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Value in a the same manner consistent with the principles of as under Code Section 704(c) and the Treasury Regulations promulgated thereunder. (c) Any Subject to Section B.2.7(a), any elections or other decisions relating to such allocations shall, subject to Section 6.3(a)(xiv) hereof, shall be made by the Managing Member in any manner that reasonably reflects the purpose and intention of this AgreementGeneral Partner. Allocations pursuant to this Section B.2.7 are solely for purposes of U.S. federal, state, and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Partner’s Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. (d) Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Profits or Losses, as the case may be, for the Fiscal Year. For purposes of determining the nature (as ordinary or capital) of any Partnership gain allocated among the Partners for Federal income tax purposes pursuant to this Agreement, the portion of such gain required to be recognized as ordinary income pursuant to Code Sections 1245 and/or 1250 shall be deemed to be allocated among the Partners in accordance with Treas. Reg. § 1.1245-1(e)(2) and 1.1250-1(f).

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this Agreementrequired by Code Section 704(c) and the Regulations thereunder, each item of Company income, gain, loss, loss and deduction and credit shall be allocated among for tax purposes, to the Members extent possible, in the same manner for U.S. federal income tax purposes as the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. provided in this Article III other than this Section 3.6. (b) In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, loss and deduction and credit with respect to any property contributed to the capital of the Company 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 tax basis of such property at the time of contribution to the Company for U.S. federal income tax purposes and its initial Gross Asset Value at (computed in accordance with the time definition of contribution using the “traditional method” as set forth in Treasury Regulation Section 1.704-3(bGross Asset Value). (b) . In the event the Gross Asset Value of any Company asset is adjusted in accordance with pursuant to the definition of Gross Asset Value hereofValue, subsequent allocations of items of income, gain, loss loss, and deduction with respect to such asset shall shall, as appropriate, take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Value in a manner consistent with the principles of Code Section 704(c) and the Treasury Regulations promulgated thereunder. (c) . Any elections or other decisions relating to such allocations shall, subject to Section 6.3(a)(xiv) hereof, shall be made by the Managing Tax Matters Member as provided in Section 8.3 in any manner that reasonably reflects the purpose and intention of this Agreement. . (c) Allocations pursuant to this Section 3.6 are solely for purposes of U.S. federal, state, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Member’s Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this AgreementIn accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, each item of income, gain, loss, and deduction and credit shall be allocated among the Members in the same manner for U.S. federal income tax purposes as the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, deduction and credit with respect to any property contributed to the capital of the Company 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 tax basis of such property at the time of contribution to the Company for U.S. federal income tax purposes and its initial Gross Asset Value at the time of contribution using the “traditional method” as set forth in Treasury Regulation Section 1.704-3(b)Value. (b) In the event the Gross Asset Value of any asset of the Company asset is shall be adjusted in accordance with pursuant to the definition provisions of Gross Asset Value hereofthis Agreement, subsequent allocations of items of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Value in a the same manner consistent with the principles of Code as under Section 704(c) of the Code and the Treasury Regulations promulgated thereunder. (c) Any elections or other decisions relating to such Section 704(c) allocations shall, subject to Section 6.3(a)(xiv) hereof, shall be made by the Managing Member Members in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations Section 704(c) allocations pursuant to this Section 5.6 are solely for purposes of U.S. federal, state, and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Member’s Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. (d) Except as otherwise determined by the Managing Member, the Company shall use the “traditional method” (as defined in Regulations Section 1.704-3(b)) for purposes of computing section 704(c) allocations with respect to property contributed to the Company with a Gross Asset Value that differs from its adjusted tax basis at the time of contribution, and for purposes of computing reverse section 704(c) allocations with respect to property for which differences between Gross Asset Value and adjusted tax basis are created when the Company revalues Company property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f); provided, however, that such other method must be approved by GECUSH for any period ending prior to or including March 17, 2015, to the extent such other method would have any adverse impact on a Former GE Member or Memco.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this Agreement, each item of income, gain, loss, deduction and credit shall be allocated among the Members in the same manner for U.S. federal income tax purposes as the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, and deduction and credit with respect to any property Property contributed (or deemed contributed) to the capital of the Company 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 tax basis of such property at the time of contribution Property to the Company for U.S. federal income tax purposes and its initial Gross Asset Value at (computed in accordance with the time definition of contribution using “Gross Asset Value”). Such allocation shall be made in any permitted manner determined by the “traditional method” as set forth in Treasury Regulation Managing Member, including any remedial or curative allocation methods permitted under Section 1.704-3(b). (b704(c) of the Code and the Regulations promulgated thereunder. In the event the Gross Asset Value of any Company asset Property is adjusted in accordance with pursuant to subparagraph (b) of the definition of “Gross Asset Value hereof, Value,” subsequent allocations of items of income, gain, loss loss, and deduction with respect to such asset Property shall take account of any variation between the adjusted tax basis of such asset Property for U.S. federal income tax purposes and its adjusted Gross Asset Value in a the same manner consistent with the principles of as under Code Section 704(c) and the Treasury Regulations thereunder. Such allocation shall be made in any permitted manner determined by the Managing Member, including any remedial or curative allocation methods permitted under Section 704(c) of the Code and the Regulations promulgated thereunder. (c) Any elections or other decisions relating to such allocations shall, subject to Section 6.3(a)(xiv) hereof, be made by the Managing Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.6 are solely for purposes of U.S. federal, state, and local income taxes Taxes and shall not affect, or in any way be taken into account in computing, any Members’ Member’s Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this Agreement, each item of income, gain, loss, deduction and credit shall be allocated among the Members in the same manner for U.S. federal income tax purposes as the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, loss and deduction and credit with respect to any property contributed to the capital of the Company 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 tax basis of such property at the time of contribution to the Company for U.S. federal income tax purposes and its initial Gross Asset Value at the time of contribution using the “traditional method” as set forth in Treasury Regulation Section 1.704-3(b)Value. (b) In the event the Gross Asset Value of any Company asset is adjusted in accordance with pursuant to paragraph (2) of the definition of Gross Asset Value hereofValue, subsequent allocations of items of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Value in a the same manner consistent with the principles of as under Code Section 704(c) and the Treasury Regulations promulgated thereunder. (c) The difference between the adjusted basis of the Deemed Contributed Assets and the 704(c) Value of the Deemed Contributed Assets at the time of the deemed contribution of the Deemed Contributed Assets to the Company shall be taken into account pursuant to the “traditional method” set forth in Treasury Regulations Section 1.704-3(b)(1). Any other elections or other decisions relating to such allocations shall, subject pursuant to this Section 6.3(a)(xiv) hereof, B.5 shall be made by the Managing Member Board in any manner that is provided in the Treasury Regulations under Code Section 704(c), reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section B.5 are solely for purposes of U.S. federal, state, and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Member’s Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this AgreementFor income tax purposes only, each item of income, gain, loss, deduction and credit of the Company shall be allocated among the Members in the same manner for U.S. federal income tax purposes as the correlative item corresponding items of book Profits and Losses and specially allocated items are allocated for Capital Account purposes. (b) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, deduction and credit with respect to any property contributed to the capital of the Company 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 tax basis of such property at the time of contribution to the Company for U.S. federal income tax purposes and its initial Gross Asset Value at the time of contribution using the “traditional method” as set forth in Treasury Regulation Section 1.704-3(b)Value. (bc) In the event the Gross Asset Value of any asset of the Company asset is shall be adjusted in accordance with pursuant to the definition provisions of Gross Asset Value hereofthis Agreement, subsequent allocations of items of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Value in a the same manner consistent with the principles of Code as under Section 704(c) of the Code and the Treasury Regulations promulgated thereunder. (cd) Any elections or other decisions relating to such Section 704(c) allocations shall, subject made pursuant to Section 6.3(a)(xiv6.2(b) hereof, hereof and “reverse Section 704(c) allocations” made pursuant to Section 6.2(c) hereof shall be made agreed by the Managing Member Class A Members, the Class A-1 Members, the Class B Members and the Class C Members in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations Unless otherwise agreed by the Class A Members, the Class A-1 Members, the Class B Members and the Class C Members, the Company shall use the “traditional allocation method” for such allocations, in accordance with Treas. Reg. §1.704-3(b). Section 704(c) allocations pursuant to this Section 6.2 are solely for purposes of U.S. federal, state, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Member’s Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this Agreement, each item Company items of income, gain, loss, deduction and deduction, or credit for income tax purposes shall be allocated among the Members in the same manner as the corresponding book items are allocated under this Agreement. If there is no corresponding book item and this Agreement does not otherwise specify the allocation of an item for U.S. federal income tax purposes as purposes, the correlative item Management Committee shall allocate the items in the manner it deems appropriate taking into account the economic interests of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4the Members. In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, loss and deduction and credit with respect to any property Property contributed to the capital of the Company 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 tax basis of such property at the time of contribution Property to the Company for U.S. federal income tax purposes and its initial Gross Asset Value at (computed in accordance with the time definition of contribution Gross Asset Value) using such allocation method pursuant to the “traditional method” Regulations under Code Section 704(c) as set forth in Treasury Regulation Section 1.704-3(b). (b) is selected by the Management Committee. In the event the Gross Asset Value of any Company asset is adjusted in accordance with pursuant to subparagraph (ii) of the definition of Gross Asset Value hereofValue, subsequent allocations of items of income, gain, loss and deduction with respect to such asset shall shall, solely for tax purposes, take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Value in a manner consistent with using such allocation method pursuant to the principles of Regulations under Code Section 704(c) and the Treasury Regulations promulgated thereunder. (c) Any elections or other decisions relating to such allocations shall, subject to Section 6.3(a)(xiv) hereof, be made as is selected by the Managing Member in any manner that reasonably reflects the purpose and intention of this AgreementManagement Committee. Allocations pursuant to this Section 3.6 are solely for purposes of U.S. federal, state, state and local income taxes taxes, and shall not affect, or in any way be taken into account in computing, any Members’ Member’s Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)Profits, Losses, other items, items or distributions (other than Tax Distributions) pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this AgreementSection 5.1(f), each item of income, gain, loss, loss and deduction and credit of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for U.S. federal income tax book purposes as the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. under this Article V. In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, and deduction and credit with respect to any property contributed to the capital of the Company 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 tax basis of such property at the time of contribution to the Company for U.S. federal income tax purposes and its initial Gross Asset Value at the time of contribution book value using the “traditional method” allocation method to be used pursuant to the Regulations under Code Section 704(c) as set forth determined by the Board in Treasury Regulation Section 1.704-3(b). (b) its sole discretion. In the event the Gross Asset Value book value of any Company asset is adjusted in accordance with the definition of Gross Asset Value hereofto equal its fair market value, subsequent allocations of items of income, gain, loss loss, and deduction with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Value book value in a the same manner consistent with the principles of as under Code Section 704(c) and the Treasury Regulations promulgated thereunder. (c) . Any elections or other decisions relating to such allocations shall, subject to Section 6.3(a)(xiv) hereof, shall be made by the Managing Member Board in any manner that reasonably reflects the purpose and intention of this Agreement; provided that any items of loss or deduction attributable to property contributed by a Member shall, to the extent of an amount equal to the excess of (A) the federal income tax basis of such property at the time of its contribution over (B) the book value of such property at such time, be allocated in its entirety to such contributing Member, and the tax basis of such property for purposes of computing the amounts of all items allocated to any other Member (including a transferee of the contributing Member) shall be equal to its book value upon its contribution to the Company. Allocations pursuant to this Section 5.1(f) are solely for purposes of U.S. federal, state, and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Capital Account Member’s capital account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)profits, losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this Agreement, each item of The income, gaingains, losslosses, deduction deductions and credit expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Holders in accordance with the allocation of such income, gains, losses, deductions and expenses among the Holders for computing their Capital Accounts, except that if any such allocation is not permitted by the Code or other applicable law, the Company’s subsequent income, gains, losses, deductions and expenses shall be allocated among the Members in the same manner Holders for U.S. federal income tax purposes to the extent permitted by the Code and other applicable law so as to reflect as nearly as possible the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. allocation set forth herein in computing their Capital Accounts. (b) In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, deduction and credit expense with respect to any property contributed to the capital of the Company shall, solely for U.S. federal income tax purposes, be allocated among the Members Holders so as to take account of any variation between the adjusted tax basis of such property at the time of contribution to the Company for U.S. federal income tax purposes and its initial Gross Asset Fair Market Value at the time of contribution using the “traditional method” as set forth in Treasury Regulation Section 1.704-3(b)contribution. (bc) In If the event the Gross Asset Book Value of any Company asset is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f) as provided in accordance with the definition of Gross Asset Value hereofBook Value, subsequent allocations of items of taxable income, gain, loss loss, deduction and deduction expense with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Book Value in a the same manner consistent with as under Code Section 704(c). (d) Allocations of tax credit, tax credit recapture, and any items related thereto shall be allocated to the Holders according to their interests in such items as determined by the Board taking into account the principles of Code Treasury Regulation Section 704(c) and the Treasury Regulations promulgated thereunder1.704-1(b)(4)(ii). (ce) Any elections or other decisions relating to such allocations shall, subject to Section 6.3(a)(xiv) hereof, shall be made by the Managing Member Board in any manner that reasonably reflects the purpose and intention intent of this Agreement. Allocations pursuant to this Section 5.7 are solely for purposes of U.S. federal, state, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Holder’s Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)profits, losses, other items, items or distributions Distributions pursuant to any provision provisions of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this AgreementSection 5.6, each item of income, gain, lossloss and deduction of the Company for federal, deduction state, local and credit foreign tax purposes shall be allocated among the Members in the same manner as such items are allocated for U.S. federal income book purposes under this Article 5 and Article 16. Any tax purposes as credits of the correlative item of book income, gain, loss, deduction and credit is Company shall be allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4the Members in proportion to their Percentage Interests. Execution Copy (b) In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, and deduction and credit with respect to any property contributed to the capital of the Company 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 tax basis of such property at the time of contribution to the Company for U.S. federal income tax purposes and its initial Gross Asset Value at (computed in accordance with the time definition of contribution Gross Asset Value) using the “traditional method” as set forth in method described under Treasury Regulation Section 1.704-3(b). (bc) In the event the Gross Asset Value of any Company asset is adjusted in accordance with pursuant to subparagraph (ii) of the definition of Gross Asset Value hereofValue, subsequent allocations of items of income, gain, loss loss, and deduction with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Value in a the same manner consistent with the principles of as under Code Section 704(c) and the Regulations thereunder using the allocation method described under Treasury Regulations promulgated thereunderRegulation Section 1.704-3(b). (d) Except as otherwise provided in Section 5.6(b) and (c) Any above, any elections or other decisions relating to such the allocations shall, subject to described in this Section 6.3(a)(xiv) hereof, 5.6 shall be made by the Managing Member Tax Matters Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 are solely for purposes of U.S. federal, state, local, and local income foreign taxes and shall not affect, or in any way be taken into account in computing, any Members’ Member's Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. (e) To the extent the Code and the Regulations or other Applicable Law require allocations for tax purposes that differ from the foregoing allocations, the Tax Matters Partner, in its reasonable discretion, may determine the manner in which such tax allocations shall be made so as to comply more fully with the Code and such Regulations or other Applicable Law and, at the same time, preserve the economic relationships among the Members as otherwise set forth in this Agreement.

Tax Allocations; Code Section 704(c). (ai) Except as otherwise provided for in this Agreement, each item of The income, gaingains, losslosses, deduction deductions and credit expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and expenses among the Members for computing their Capital Accounts, except that if any such allocation is not permitted by the Code or other applicable law, the Company’s subsequent income, gains, losses, deductions and expenses shall be allocated among the Members in the same manner for U.S. federal income tax purposes to the extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. allocation set forth herein in computing their Capital Accounts. (ii) In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, deduction and credit expense with respect to any property contributed to the capital of the Company 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 tax basis of such property at the time of contribution to the Company for U.S. federal income tax purposes and its initial Gross Asset Fair Market Value at the time of contribution using contribution. The Company shall elect to use the “traditional method” as set forth in remedial allocation method under Treasury Regulation Section 1.704-3(b)3(d) with respect to such contributed property. (biii) In If the event the Gross Asset Book Value of any Company asset is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f) as provided in accordance with the definition of Gross Asset Value hereofBook Value, subsequent allocations of items of taxable income, gain, loss loss, deduction and deduction expense with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Book Value in a the same manner consistent with as under Code Section 704(c). (iv) Allocations of tax credit, tax credit recapture, and any items related thereto shall be allocated to the Members according to their interests in such items as determined by the Board taking into account the principles of Code Treasury Regulation Section 704(c) and the Treasury Regulations promulgated thereunder1.704-1(b)(4)(ii). (cv) Any elections or other decisions relating to such allocations shall, subject to Section 6.3(a)(xiv) hereof, shall be made by the Managing Member Board in any manner that reasonably reflects the purpose and intention intent of this Agreement. Agreement Allocations pursuant to this Section 5.5 are solely for purposes of U.S. federal, state, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Member’s Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)profits, losses, other items, items or distributions pursuant to any provision provisions of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this AgreementIn accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, each item of income, gain, loss, and deduction and credit shall be allocated among the Members in the same manner for U.S. federal income tax purposes as the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, deduction and credit with respect to any property Property contributed to the capital of the Company shall, solely for U.S. federal income tax purposes, be allocated among the Members Holders so as to take account of any variation between the adjusted tax basis of such property at the time of contribution Property to the Company for U.S. federal income tax purposes and its initial Gross Asset Value at (computed in accordance with paragraph (a) of the time definition of contribution using the “traditional method” as set forth in Treasury Regulation Section 1.704-3(bGross Asset Value). (b) In the event the Gross Asset Value of any Company asset is adjusted in accordance with pursuant to paragraph (b) of the definition of Gross Asset Value hereofand the Company adjusts Capital Accounts to reflect the revaluation, Capital Accounts shall be adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g) for allocations of depreciation, depletion, amortization, and gain or loss and subsequent allocations of items of incomedepreciation, gaindepletion, amortization, and gain or loss and deduction with respect to such the asset shall take account of any variation between the adjusted tax basis of such the asset for U.S. federal income tax purposes and its adjusted Gross Asset Value in a the same manner consistent with the principles of as under Code Section 704(c) and the Treasury Regulations promulgated thereunder. This Section 10.8(b) is intended to comply with the requirements of Treasury Regulations Section 1.704-1(b)(2)(iv)(f) and shall be interpreted consistently therewith. (c) Any elections or other decisions relating to such the allocations shall, subject to Section 6.3(a)(xiv) hereof, shall be made by the Managing Member Manager in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 10.8 are solely for purposes of U.S. federal, state, and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Holder’s Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)Profits, Losses, other items, or distributions Distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this Agreement, Paragraph 8.5 each item of income, gain, loss, loss and deduction and credit of the Company for federal income tax purposes shall be allocated among the Members Equity Owners in the same manner as such items are allocated for U.S. federal income tax book purposes as the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4under this Paragraph 8. In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, and deduction and credit with respect to any property Property contributed to the capital of the Company shall, solely for U.S. federal income tax purposes, be allocated among the Members Equity Owners so as to take account of any variation between the adjusted tax basis of such property at the time of contribution Property to the Company for U.S. federal income tax purposes and its initial Gross Asset Value at (computed in accordance with the time definition of contribution using the “traditional method” as set forth in Treasury Regulation Section 1.704-3(bGross Asset Value). (b) . In the event the Gross Asset Value of any Company asset is adjusted in accordance with pursuant to subparagraph (ii) of the definition of Gross Asset Value hereofValue, subsequent allocations of items of income, gain, loss loss, and deduction with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Value in a the same manner consistent with the principles of as under Code Section 704(c) and the Treasury Regulations promulgated thereunder. (c) . Any elections or other decisions relating to such allocations shall, subject to Section 6.3(a)(xiv) hereof, shall be made by the Managing Member Manager in any manner that reasonably reflects the purpose and intention of this Agreement, provided that any items of loss or deduction attributable to property contributed by an Equity Owner shall, to the extent of an amount equal to the excess of (A) the federal income tax basis of such property at the time of its contribution over (B) the Gross Asset Value of such property at such time, be allocated in its entirety to such contributing Equity Owner and the tax basis of such property for purposes of computing the amounts of all items allocated to any other Equity Owner (including a transferee of the contributing Equity Owner) shall be equal to its Gross Asset Value upon its contribution to the Company. Allocations pursuant to this Section Paragraph 8.5 are solely for purposes of U.S. federal, state, and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Equity Owner’s Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this Agreement, each item of The income, gaingains, losslosses, deduction deductions and credit expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Holders in accordance with the allocation of such income, gains, losses, deductions and expenses among the Holders for computing their Capital Accounts, except that if any such allocation is not permitted by the Code or other applicable law, the Company’s subsequent income, gains, losses, deductions and expenses shall be allocated among the Members in the same manner Holders for U.S. federal income tax purposes to the extent permitted by the Code and other applicable law so as to reflect as nearly as possible the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to Sections 5.1, 5.2, 5.3 and 5.4. allocation set forth herein in computing their Capital Accounts. (b) In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, deduction and credit expense with respect to any property contributed to the capital of the Company shall, solely for U.S. federal income tax purposes, be allocated among the Members Holders so as to take account of any variation between the adjusted tax basis of such property at the time of contribution to the Company for U.S. federal income tax purposes and its initial Gross Asset Fair Market Value at the time of contribution using the “traditional method” as set forth in Treasury Regulation Section 1.704-3(b)contribution. (bc) In If the event the Gross Asset Book Value of any Company asset is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f) as provided in accordance with the definition of Gross Asset Value hereofBook Value, subsequent allocations of items of taxable income, gain, loss loss, deduction and deduction expense with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Gross Asset Book Value in a the same manner consistent with as under Code Section 704(c). (d) Allocations of tax credit, tax credit recapture, and any items related thereto shall be allocated to the Holders according to their interests in such items as determined by the Managing Member taking into account the principles of Code Treasury Regulation Section 704(c) and the Treasury Regulations promulgated thereunder1.704- 1(b)(4)(ii). (ce) Any elections or other decisions relating to such allocations shall, subject to Section 6.3(a)(xiv) hereof, shall be made by the Managing Member in any manner that reasonably reflects the purpose and intention intent of this Agreement. Allocations pursuant to this Section 5.7 are solely for purposes of U.S. federal, state, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Members’ Holder’s Capital Account or share of Net Income (or items of income or gain) or Net Loss (or items of loss or deduction)profits, losses, other items, items or distributions pursuant to any provision provisions of this Agreement.