Common use of Tax Allocations Clause in Contracts

Tax Allocations. Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, 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 fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

Tax Allocations. Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, 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 fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

Tax Allocations. Each item of Code Section 704(c). (a) The income, gaingains, loss or deduction recognized by losses, deductions and expenses of the Company shall be allocated among the Members allocated, for U.S. federal, state and local income tax purposes purposes, among the Members in accordance with the same manner allocation of such income, gains, losses, deductions and expenses among the Members for computing their Capital Accounts, except that each if any such item 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 so as to reflect as nearly as possible the Member’s allocations set forth herein in computing their Capital Accounts pursuant to Section 3.2(d) or as otherwise provided hereinAccounts. Notwithstanding the foregoing, provided that the Board may adjust Manager in its sole discretion shall make such allocations for tax purposes as long as such adjusted may be needed to ensure that allocations have substantial economic effect or are in accordance with the interests of the Members and in a manner intended to give economic effect to the Companyprovisions of this Agreement, in each case within the meaning of the Code and the Treasury RegulationsRegulations thereunder. Tax credits The Board of Directors shall determine all matters concerning allocations for U.S. federal, state, local or non-U.S. tax purposes not expressly provided for herein in its sole discretion. In the event that the Company’s Shares are repurchased pursuant to Sections 7.7, 10.8 or 10.9 of this Agreement, the Board of Directors may specially allocate additional items of ordinary income or loss or capital gain (including short-term capital gain) or loss to a withdrawing Member insofar as is possible to reduce the difference, if any, between the aggregate amounts allocated to such Member’s Capital Account and the aggregate amount of tax credit recapture shall be items allocated in to such Member. For purposes of the foregoing, the Board of Directors may determine that an equitable method of allocation includes, without limitation, an allocation (i) pro rata based on the relative differences between amounts allocated to the Capital Accounts and the aggregate amounts of tax items allocated to the relevant Members, or (ii) solely to the relevant Members with the greatest such differences (taking into account such allocations). (b) In accordance with Code Section 704(c) and the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable thereunder, income, gain, loss loss, deduction and deduction expense with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, 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 fair market value at the time of contribution or revaluation, as using any reasonable method (including the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, “traditional method”) provided for in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations as selected by the Board of Directors in determining its sole discretion. (c) If the Members’ distributive shares Book Value of any Company itemsasset is adjusted pursuant to Section 8.5, subsequent allocations of items of taxable income, gain, loss, deduction and expense 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 Book Value in the same manner as under Code Section 704(c). All matters concerning Any elections or other decisions relating to such allocations shall be made by the Board of Directors in any manner that reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to this Section 9.5 are solely for purposes of U.S. federal, state and local 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, other items or distributions pursuant to any provisions of this Agreement. (d) In the event the Class H Member is allocated income or gain for tax purposes in connection with its rights to receive a Performance Participation Allocation prior to a corresponding receipt of cash, the Class H Member shall be entitled to distributions from the Partnership in amounts equal to the U.S. federal, state and local income tax imposed on such allocations calculated using the Assumed Tax Rate, and any non-U.S. income tax purposes, including accounting procedures, not expressly imposed on such allocations (“Tax Distributions”); provided for that such distributions will be made in the sole discretion of the Manager. Amounts the Class H Member is otherwise entitled to hereunder and the Performance Participation Allocation shall be reduced by the terms amount of any prior Tax Distributions made to the Class H Member pursuant to this Agreement shall be determined by the Board Section 9.5(d) until all such advances are restored in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatmentfull.

Tax Allocations. Each item (a) Except as otherwise provided in Section 7.3(b), for each fiscal period, items of Company income, gain, loss or loss, deduction recognized by the Company and expense shall be allocated among the Members allocated, for U.S. federal, state and local income tax purposes purposes, among the Members in the same manner that each as the Tax Items of which such item is items are components were allocated to the Member’s Capital Accounts pursuant to Section 3.2(d7.2. (b) or as otherwise provided hereinIncome, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Companygains, in each case within the meaning of the Code losses and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction deductions with respect to any property (other than cash) contributed or deemed contributed to the capital of the Company or revalued shall, solely for income tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, 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 fair market value Fair Market Value at the time of the contribution or revaluation, as the case may be. All deemed contribution in accordance with Section 704(c) of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of Code and the Treasury Regulations promulgated thereunder. Such allocations shall be made in determining such manner and utilizing such permissible tax elections as determined in the Members’ distributive shares discretion of the Managing Member. If there is a revaluation of Company itemsproperty pursuant to the definition of Book Value, subsequent allocations of income, gains, losses or deductions with respect to such property shall be allocated among the Members so as to take account of any variation between the adjusted tax basis of such property to the Company for federal income tax purposes and its Fair Market Value in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder. All matters concerning Such allocations shall be made in such manner and utilizing such permissible tax elections as determined in the discretion of the Managing Member. (c) Allocations pursuant to this Section 7.3 are solely for U.S. federal, state and local tax purposes and non-U.S. income shall not affect, or in any way be taken into account in computing, any Member's Capital Account or allocable share of Tax Items. (d) The Members acknowledge that they are aware of the tax purposes, including accounting procedures, not expressly provided for consequences of the allocations made by this Section 7.3 and hereby agree to be bound by the terms provisions of this Agreement shall be determined by the Board Section 7.3 in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposesreporting their respective shares of items of Company income, gain, loss, deduction and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatmentexpense.

Tax Allocations. Each item of Code Section 704(c). (i) The income, gaingains, loss or deduction recognized by losses, deductions and expenses of the Company shall be allocated among the Members allocated, for U.S. federal, state and local income tax purposes in purposes, among the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are Members in accordance with the interests allocation of such income, gains, losses, deductions and expenses among the Members in 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 so as to reflect as nearly as possible the allocations set forth herein in each case within the meaning of the computing their Capital Accounts. (ii) In accordance with Code Section 704(c) and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable thereunder, income, gain, loss loss, deduction and deduction expense with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, 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 fair market value at the time of contribution or revaluation, as using any reasonable method (including the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, “Traditional Method”) provided for in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations as selected by the Managers in determining their sole and discretion. (iii) If the Members’ distributive shares Book Value of any Company itemsasset is adjusted pursuant to Section 8.5, subsequent allocations of items of taxable income, gain, loss, deduction and expense with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c). All matters concerning Any elections or other decisions relating to such allocations shall be made by the Board of Managers in any manner that reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to this Section 9.7 are solely for U.S. purposes of federal, state and local taxes and non-U.S. income tax purposesshall not affect, including accounting proceduresor in any way be taken into account in computing, not expressly provided for by the terms any Member’s Capital Account or share of Profits, Losses, other items or Distributions pursuant to any provisions of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatmentAgreement.

Tax Allocations. Each item of Code Section 704(c). (a) The income, gaingains, loss or deduction recognized by losses, deductions and expenses of the Company shall be allocated among the Members allocated, for U.S. federal, state and local income tax purposes purposes, among the Members in accordance with the same manner allocation of such income, gains, losses, deductions and expenses among the Members for computing their Capital Accounts, except that each if any such item 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 so as to reflect as nearly as possible the Member’s allocations set forth herein in computing their Capital Accounts pursuant to Section 3.2(d) or as otherwise provided hereinAccounts. Notwithstanding the foregoing, provided that the Board may adjust Manager in its sole discretion shall make such allocations for tax purposes as long as such adjusted may be needed to ensure that allocations have substantial economic effect or are in accordance with the interests of the Members and in a manner intended to give economic effect to the Companyprovisions of this Agreement, in each case within the meaning of the Code and the Treasury RegulationsRegulations thereunder. Tax credits The Board of Directors shall determine all matters concerning allocations for U.S. federal, state, local or non-U.S. tax purposes not expressly provided for herein in its sole discretion. In the event that the Company’s Shares are repurchased pursuant to Sections 7.7, 10.8 or 10.9 of this Agreement, the Board of Directors may specially allocate additional items of ordinary income or loss or capital gain (including short-term capital gain) or loss to a withdrawing Member insofar as is possible to reduce the difference, if any, between the aggregate amounts allocated to such Member’s Capital Account and the aggregate amount of tax credit recapture shall be items allocated in to such Member. For purposes of the foregoing, the Board of Directors may determine that an equitable method of allocation includes, without limitation, an allocation (i) pro rata based on the relative differences between amounts allocated to the Capital Accounts and the aggregate amounts of tax items allocated to the relevant Members, or (ii) solely to the relevant Members with the greatest such differences (taking into account such allocations). (b) In accordance with Code Section 704(c) and the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable thereunder, income, gain, loss loss, deduction and deduction expense with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, 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 fair market value at the time of contribution or revaluation, as using any reasonable method (including the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, “traditional method”) provided for in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations as selected by the Board of Directors in determining its sole discretion. (c) If the Members’ distributive shares Book Value of any Company itemsasset is adjusted pursuant to Section 8.5, subsequent allocations of items of taxable income, gain, loss, deduction and expense 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 Book Value in the same manner as under Code Section 704(c). All matters concerning Any elections or other decisions relating to such allocations shall be made by the Board of Directors in any manner that reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to this Section 9.5 are solely for purposes of U.S. federal, state and local taxes and non-U.S. income tax purposesshall not affect, including accounting proceduresor in any way be taken into account in computing, not expressly provided for by the terms any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provisions of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatmentAgreement.

Tax Allocations. Each item of Code Section 704(c). (a) The income, gaingains, loss or deduction recognized by losses, deductions and expenses of the Company shall be allocated among the Members allocated, for U.S. federal, state and local income tax purposes purposes, among the Members in accordance with the same manner allocation of such income, gains, losses, deductions and expenses among the Members for computing their Capital Accounts, except that each if any such item 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 so as to reflect as nearly as possible the Member’s allocations set forth herein in computing their Capital Accounts pursuant to Section 3.2(d) or as otherwise provided hereinAccounts. Notwithstanding the foregoing, provided that the Board may adjust Manager in its sole discretion shall make such allocations for tax purposes as long as such adjusted may be needed to ensure that allocations have substantial economic effect or are in accordance with the interests of the Members and in a manner intended to give economic effect to the Companyprovisions of this Agreement, in each case within the meaning of the Code and the Treasury RegulationsRegulations thereunder. Tax credits The Board of Directors shall determine all matters concerning allocations for U.S. federal, state, local or non-U.S. tax purposes not expressly provided for herein in its sole discretion. In the event that the Company’s Shares are repurchased pursuant to Sections 7.7, 10.8 or 10.9 of this Agreement, the Board of Directors may specially allocate additional items of ordinary income or loss or capital gain (including short-term capital gain) or loss to a withdrawing Member insofar as is possible to reduce the difference, if any, between the aggregate amounts allocated to such Member’s Capital Account and the aggregate amount of tax credit recapture shall be items allocated in to such Member. For purposes of the foregoing, the Board of Directors may determine that an equitable method of allocation includes, without limitation, an allocation (i) pro rata based on the relative differences between amounts allocated to the Capital Accounts and the aggregate amounts of tax items allocated to the relevant Members, or (ii) solely to the relevant Members with the greatest such differences (taking into account such allocations). (b) In accordance with Code Section 704(c) and the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable thereunder, income, gain, loss loss, deduction and deduction expense with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, 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 fair market value at the time of contribution or revaluation, as using any reasonable method (including the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, “traditional method”) provided for in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations as selected by the Board of Directors in determining its sole discretion. (c) If the Members’ distributive shares Book Value of any Company itemsasset is adjusted pursuant to Section 8.5, subsequent allocations of items of taxable income, gain, loss, deduction and expense 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 Book Value in the same manner as under Code Section 704(c). All matters concerning Any elections or other decisions relating to such allocations shall be made by the Board of Directors in any manner that reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to this Section 9.5 are solely for purposes of U.S. federal, state and local 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, other items or distributions pursuant to any provisions of this Agreement. (d) In the event the Class H Member is allocated income or gain for tax purposes in connection with its rights to receive a Performance Allocation prior to a corresponding receipt of cash, the Class H Member shall be entitled to distributions from the Company in amounts equal to the U.S. federal, state and local income tax imposed on such allocations calculated using the Assumed Tax Rate, and any non-U.S. income tax purposes, including accounting procedures, not expressly imposed on such allocations (“Tax Distributions”); provided for that such distributions will be made in the sole discretion of the Manager. Amounts the Class H Member is otherwise entitled to hereunder and the Performance Allocation shall be reduced by the terms amount of any prior Tax Distributions made to the Class H Member pursuant to this Agreement shall be determined by the Board Section 9.5(d) until all such advances are restored in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatmentfull.

Tax Allocations. Each (i) Except as provided in Section 6.3(c)(ii), for income tax purposes under the Code and the Regulations each Company item of income, gain, loss loss, deduction and credit shall be allocated among the Members as its correlative item of “book” income, gain, loss, deduction or deduction recognized by credit is allocated pursuant to this Section 6.3. (ii) Tax items with respect to any Company asset that is contributed to the Company with a Gross Asset Value that varies from its basis in the hands of the contributing Member immediately preceding the date of contribution shall be allocated among the Members for U.S. federal, state and local income tax purposes in pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Company shall account for such variation using any method approved under Code Section 704(c) and the same manner that each such item applicable Regulations as chosen by the Board. If the Gross Asset Value of any Company asset is allocated adjusted pursuant to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided definition of “Gross Asset Value” herein, provided that the Board may adjust such subsequent allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss loss, deduction and deduction credit with respect to any property (other than cash) contributed to the capital of the such Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to asset shall take account of any variation between the adjusted basis of such property to the Company asset for U.S. federal income tax purposes and its fair market value at Gross Asset Value in a manner consistent with Code Section 704(c) and the time applicable Regulations using any method approved under Code Section 704(c) and the applicable Regulations as chosen by the Board. Allocations pursuant to this Section 6.3(c)(ii) are solely for purposes of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local taxes and non-U.S. income tax purposesshall not affect, including accounting proceduresor in any way be taken into account in computing, not expressly provided for by the terms any Member’s Capital Account or share of Net Profits, Net Losses and any other items or distributions pursuant to any provision of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatmentAgreement.

Tax Allocations. Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board Manager may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board Manager in accordance with Section 704(c) of the Code, 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 fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board Manager is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board Manager in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board Manager to ensure, such treatment.

Tax Allocations. Each (a) Any item of income, gain, deduction or loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income (including creditable foreign tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(dexpenditures) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cashmoney) that has been contributed by a Stockholder to the capital of the Company or revalued shall, solely for tax purposes, and which is required to be allocated among the Members, as determined by the Board in accordance with Section to Stockholders for income tax purposes under section 704(c) of the Code, Code so as to take into account the variation between the tax basis of such property and its Book Value at the time of its contribution, will be allocated to the Stockholders for income tax purposes using such method permitted under section 1.704-3 of the Regulations as the Company may select through unanimous consent of the Board. If the Capital Accounts are adjusted pursuant to section 1.704-1(b)(2)(iv)(f) or (g) of the Regulations with respect to a revaluation of any asset of the Company, subsequent allocations of income, gain, loss, and deduction, including depreciation or deductions for cost recovery with respect to such asset, will take account of any variation between the then existing adjusted basis of such property to the Company asset for U.S. federal income tax purposes and its fair market value at the time Book Value of contribution or revaluation, such asset as the case may be. All required by section 1.704-1(b)(2)(iv)(g) of the Members agree that Regulations. Notwithstanding the Board is authorized to select foregoing, if any Stockholder contributed property with an adjusted tax basis in excess of the method or conventioninitial Book Value for such property, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations shall take into account such variation only in determining the Members’ distributive shares amount of items allocated to the contributing Stockholder, and except as provided in Regulations, in determining the amount of items allocated to the noncontributing Stockholders, the tax basis of the contributed property in the hands of the Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest being equal to its initial Book Value. Creditable foreign tax expenditures shall be allocated among the Stockholders for U.S. federal income tax purposes, purposes by taking into account such 704(c) built-in gain or loss as provided in Regulations Section 1.704-1(b)(4)(viii)). (b) Each Stockholder represents and all warrants that by executing this Agreement or a joinder to this Agreement it is aware of the Members agree income tax consequences of allocations of profit and loss and hereby agrees to report consistently with, its share of such profits and to take any action requested by the Board to ensure, loss for income tax purposes in a manner consistent with such treatmentallocations.

Tax Allocations. Each item of income, gain, loss or deduction recognized by the Company Partnership shall be allocated among the Members Partners for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Partners' Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that (i) the Board General Partner may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the CompanyPartners, in each case within the meaning of the Code and the Treasury Regulations. Tax credits Regulations (ii) such allocations shall take into account any adjustments to the tax basis of assets pursuant to sections 734 and tax credit recapture shall be allocated 743 and (iii) in accordance with Section 704(c) of the Members’ interests in Code and the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items promulgated thereunder, items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, Partnership shall be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, Partners so as to take account of any variation between the adjusted basis of such property to the Company Partnership for U.S. federal income tax purposes and its fair market value at using any method the time of contribution or revaluationGeneral Partner may elect in good faith, so long as the case may be. All of the Members agree that the Board such method is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of permitted by the Treasury Regulations promulgated under Section 704(c) of the Code. Tax credits and tax credit recapture shall be allocated in determining accordance with the Members’ distributive shares of Company itemsPartners' interests in the Partnership as provided in Treasury Regulations section 1.704-1(b)(4)(ii). All matters concerning allocations for U.S. federal, state and state, local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined in good faith by the Board General Partner. Except as provided in Section 6.8(c), all elections required or permitted to be made by the Partnership under any applicable tax law shall be made in good faith by the General Partner in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all ; provided that the General Partner shall not make any election that requires the consent of the Members agree IRS nor any election outside of the ordinary course of business of the Partnership without the written consent of the APAX Limited Partner. A Limited Partner shall notify the General Partner in a timely manner of its intention to report consistently with(i) file a notice of inconsistent treatment under section 6222(b) of the Code, (ii) file a request for administrative adjustment of Partnership items, (iii) file a petition with respect to any Partnership item or other tax matters involving the Partnership or (iv) enter into a settlement agreement with the Secretary of the Treasury with respect to any Partnership items. After any such notification, the General Partner shall determine in good faith whether or not to make such filing or enter into such agreement, as applicable and to take practicable, on behalf of the Partnership. The cost of any action requested audits or adjustments of any Partner's tax return shall be borne solely by the Board to ensure, such treatmentLimited Partner.

Tax Allocations. Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, 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 fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

Tax Allocations. Each item of Code Section 704(c). (a) The income, gaingains, loss or deduction recognized by losses, deductions and expenses of the Company shall be allocated among the Members allocated, for U.S. federal, state and local income tax purposes in purposes, among the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are Members in accordance with the interests allocation of such income, gains, losses, deductions and expenses among the Members in 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 so as to reflect as nearly as possible the allocations set forth herein in each case within the meaning of the computing their Capital Accounts. (b) In accordance with Code Section 704(c) and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable thereunder, income, gain, loss loss, deduction and deduction expense with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, 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 fair market value at the time of contribution or revaluation, as using any reasonable method (including the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, “Traditional Method”) provided for in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations as selected by the Board of Directors in determining its sole discretion. (c) If the Members’ distributive shares Book Value of any Company itemsasset is adjusted pursuant to Section 8.5, subsequent allocations of items of taxable income, gain, loss, deduction and expense with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c). All matters concerning Any elections or other decisions relating to such allocations shall be made by the Board of Directors in any manner that reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to this Section 9.6 are solely for U.S. purposes of federal, state and local taxes and non-U.S. income 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 provisions of this Agreement. (d) Notwithstanding the foregoing provisions of this Agreement, the Board of Directors in its sole discretion shall make such allocations as may be needed to ensure that allocations are in accordance with the interests of the Members, within the meaning of the Code and Treasury Regulations. The Board of Directors shall determine all matters concerning allocations for tax purposes, including accounting procedures, purposes not expressly provided for by the terms of this Agreement shall be determined by the Board herein in its sole discretion. Each Notwithstanding anything to the contrary contained in this Agreement, the proper administration of the Company and for preservation of uniformity of Shares within a particular class or series (i.e., Class B Ordinary Share is intended A Shares, Class T Shares, Class I Shares, Class D Shares and Class FA Shares), the Board of Directors may (i) amend the provisions of this Agreement as appropriate (1) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (2) otherwise to preserve or achieve uniformity of Shares within each respective class or series, and (ii) adopt and employ or modify such conventions and methods the Board of Directors determines in its sole discretion to be treated as appropriate for (1) the determination of each item of income, gain, loss or deduction of the Company and the allocation of such items among Members and between transferors and transferees under this Agreement pursuant to the Code and Treasury Regulations promulgated thereunder, including without limitation adopting a profits interest for U.S. federal income monthly or weekly convention, (2) the determination of the identities and tax purposesclassifications of Members, (3) the valuation of the Company’s assets and the determination of tax basis, (4) the allocation of asset values and tax basis, (5) the adoption and maintenance of accounting methods, and all (6) taking into account differences between the Book Values of the Members agree assets of the Company and adjusted tax basis pursuant to report consistently with, Section 704(c) of the Code and to take any action requested by the Board to ensure, such treatmentTreasury Regulations promulgated thereunder.

Tax Allocations. Each item of (a) The income, gaingains, loss or deduction recognized losses, deductions and credits of the Company will be allocated, for U.S. federal (and applicable state and local) income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Company shall Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members for U.S. federal, state and local income tax purposes so as to reflect as nearly as possible the allocation set forth herein in the same manner that each such item is allocated to the Member’s computing their Capital Accounts pursuant to Section 3.2(dAccounts. (b) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, shall be allocated among the Members, as determined by the Board Members in accordance with Code Section 704(c) of the Code, 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 fair market value at Book Value in a manner consistent with Code Section 704(c) and the time of contribution or revaluation, as the case may be. All applicable Regulations using any method approved under Section 704(c) of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of Code and the Treasury Regulations in determining promulgated thereunder at the Members’ distributive shares election of the Manager. (c) If the Book Value of any Company items. All matters concerning asset is adjusted pursuant to Section 5.01(b), subsequent allocations for U.S. federalof items of taxable income, state gain, loss and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by deduction with respect to such asset shall take account of any variation between the terms adjusted basis of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest such asset for U.S. federal income tax purposespurposes and its Book Value in a manner consistent with Code Section 704(c) and the applicable Regulations using any method approved under Section 704(c) of the Code and the Treasury Regulations promulgated thereunder at the election of the Manager. (d) In the event of a Transfer of Units, Profits and Losses and other items of income, gain, loss and deduction of the Company attributable to such transferred Units for the Fiscal Period in which such Transfer occurs shall be determined using either the interim closing of the books method or the proration method at the election of the Corporation. (e) 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 Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulations Section 1.704-1(b)(4)(x). (f) Allocations of tax credits, tax credit recapture, and all any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulations Section 1.704-1(b)(4)(ii). (g) Each Member’s share of the Members agree Company’s “excess nonrecourse liabilities” shall be determined in accordance with Treasury Regulations Section 1.752-3(a)(3) using a method at the election of Manager. (h) Allocations pursuant to report consistently withthis Section 5.04 are solely for purposes of U.S. federal (and applicable state and local) income taxes and shall not affect, and or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, Distributions or other Company items pursuant to take any action requested by the Board to ensure, such treatmentprovision of this Agreement.

Tax Allocations. Each item of (a) All income, gaingains, loss or deduction recognized by losses, deductions and credits of the Company shall be allocated among the Members allocated, for U.S. federal, state and local income tax purposes in purposes, among the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are Members in accordance with the interests allocation of such income, gains, losses, deductions and credits among the Members in for 136199440.19 35 computing their Capital Accounts, except that if any such allocation for tax purposes is not permitted by the Code or other applicable law, the Company's subsequent income, in each case within gains, losses, deductions and credits shall be allocated among the meaning of Members for tax purposes, to the extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the Treasury Regulationsallocation set forth herein in computing their Capital Accounts. Tax credits Each item of income, gain, loss, deduction and tax credit recapture realized by the Company in any Taxable Year shall be allocated pro rata to the Members according to the amount of Profit or Loss, as the case may be, allocated to them in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). such year. (b) Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, shall be allocated among the Members, as determined by the Board Members in accordance with Code Section 704(c) of using any method permitted by the CodeTreasury Regulations and selected by the Board, 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 fair market value at Book Value. (c) If the time Book Value of contribution or revaluationany Company property is adjusted pursuant to Section 6.2(a)(iv), as the case may be. All subsequent allocations of the Members agree that the Board is authorized items of taxable income, gain, loss and deduction with respect to select the method or convention, or to treat an item as an extraordinary item, in relation 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 for purposes of Code Section 704(c) using any Member’s interest in the Company described in section 1.706-4 of method permitted by the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for selected by the terms Board. (d) Allocations of this Agreement 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 in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all taking into account the principles of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatmentTreasury Regulation Section 1.704‑1(b)(4)(ii).

Tax Allocations. Each (a) Except as otherwise provided in this Section 5.3, all allocations of Tax items of Company income, gain, deductions and losses for each Fiscal Year shall be allocated in the same manner as the corresponding allocations of book items of Company income, gain, deductions and losses were made for such Fiscal Year pursuant to Sections 5.1 and 5.2. Tax Credits shall be allocated to the Members in accordance with the allocations of Company gross income as provided in Treasury Regulations Section 1.704-1(b)(4)(ii) (i.e., in accordance with Percentage Interests). (b) If, as a result of contributions of property by a Member to the Company or an adjustment to the Gross Asset Value of Company assets pursuant to this Agreement, there exists a variation between the adjusted Tax basis of an item of Company property for U.S. federal income Tax purposes and as determined under the definition of Gross Asset Value, allocations of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federalloss, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax income Tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, Members so as to take into account of any variation between the adjusted Tax basis of such property to the Company for U.S. federal income tax Tax purposes and its fair market value at initial Gross Asset Value (computed in accordance with the time definition of contribution or revaluationGross Asset Value) using the method selected by the Manager, as with the case may be. All approval of the Members agree that Members. (c) Any elections or other decisions relating to Capital Accounts and Tax allocations shall be made by the Board is authorized to select the method or convention, or to treat an item as an extraordinary itemManager, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining Consultation with the Members’ distributive shares , in any manner that reasonably reflects the purpose and intention of Company itemsthis Agreement. All matters concerning allocations Allocations pursuant to this Section 5.3 are solely for purposes of U.S. federal, state and local income Taxes and non-U.S. income tax purposesshall not affect, including accounting proceduresor in any way be taken into account in computing, not expressly provided for by the terms any Member’s Capital Account or any Member’s share of distributions pursuant to any provision of this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, to the extent that an adjustment to the adjusted Tax basis of any Company asset is made pursuant to Section 743(b) of the Code as the result of a purchase of an interest in the Company, any adjustment to the depreciation, amortization, gain or loss resulting from such adjustment shall be determined by allocated for income Tax purposes to the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, transferee only and all shall not affect the Capital Account of the Members agree transferor or transferee. In such case, the transferee shall provide to report consistently with, the Company (i) the allocation of any step-up or step-down in basis to the Company’s assets and (ii) the depreciation or amortization method for any adjustment in basis to take any action requested by the Board to ensure, such treatmentCompany’s assets.

Tax Allocations. Each item of income, gain, loss or deduction recognized by the Company in respect of a Series shall be allocated among the Series Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d9.1(c) or as otherwise provided herein, provided that the Board Managing Member may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Series Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or which is revalued upon the conversion of Class B Shares to Class A Shares or upon the issuance of Class A Shares in a Subsequent Offering shall, solely for tax purposes, be allocated among the Members, as determined by the Board Managing Member in accordance with Section 704(c) of the Code, 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 fair market value at the time of contribution or revaluation, as the case may be. The Managing Member shall determine in its sole discretion whether any such revaluation is required to comply with the applicable provisions of the Code and Treasury Regulations. All of the Members agree that the Board Managing Member is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board Managing Member in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

Tax Allocations. Each item of Code Section 704(c). (a) The income, gaingains, loss or deduction recognized by losses, deductions and expenses of the Company shall be allocated among the Members allocated, for U.S. federal, state and local income tax purposes in purposes, among the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are Members in accordance with the interests allocation of such income, gains, losses, deductions and expenses among the Members in 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 so as to reflect as nearly as possible the allocations set forth herein in each case within the meaning of the computing their Capital Accounts. (b) In accordance with Code Section 704(c) and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable thereunder, income, gain, loss loss, deduction and deduction expense with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, 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 fair market value at the time of contribution or revaluation, as using any reasonable method (including the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, “Traditional Method”) provided for in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations as selected by the Board of Directors in determining its sole discretion. (c) If the Members’ distributive shares Book Value of any Company itemsasset is adjusted pursuant to Section 8.5, subsequent allocations of items of taxable income, gain, loss, deduction and expense with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c). All matters concerning Any elections or other decisions relating to such allocations shall be made by the Board of Directors in any manner that reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to this Section 9.6 are solely for U.S. purposes of federal, state and local taxes and non-U.S. income 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 provisions of this Agreement. (d) Notwithstanding the foregoing provisions of this Agreement, the Board of Directors in its sole discretion shall make such allocations as may be needed to ensure that allocations are in accordance with the interests of the Members, within the meaning of the Code and Treasury Regulations. The Board of Directors shall determine all matters concerning allocations for tax purposes, including accounting procedures, purposes not expressly provided for by the terms of this Agreement shall be determined by the Board herein in its sole discretion. Each Notwithstanding anything to the contrary contained in this Agreement, the proper administration of the Company and for preservation of uniformity of Shares within a particular class or series (i.e., Class B Ordinary Share is intended A Shares, Class T Shares, Class I Shares, Class D Shares, Class S Shares and Class FA Shares), the Board of Directors may (i) amend the provisions of this Agreement as appropriate (1) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (2) otherwise to preserve or achieve uniformity of Shares within each respective class or series, and (ii) adopt and employ or modify such conventions and methods the Board of Directors determines in its sole discretion to be treated as appropriate for (1) the determination of each item of income, gain, loss or deduction of the Company and the allocation of such items among Members and between transferors and transferees under this Agreement pursuant to the Code and Treasury Regulations promulgated thereunder, including without limitation adopting a profits interest for U.S. federal income monthly or weekly convention, (2) the determination of the identities and tax purposesclassifications of Members, (3) the valuation of the Company’s assets and the determination of tax basis, (4) the allocation of asset values and tax basis, (5) the adoption and maintenance of accounting methods, and all (6) taking into account differences between the Book Values of the Members agree assets of the Company and adjusted tax basis pursuant to report consistently with, Section 704(c) of the Code and to take any action requested by the Board to ensure, such treatmentTreasury Regulations promulgated thereunder.

Tax Allocations. Each (a) For U.S. federal income tax purposes, except as otherwise provided in Sections 17.4(b), 17.4(e) and 17.4(f), each item of income, gain, loss or loss, and deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes Shareholders in the same manner that each such as its corresponding item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable book income, gain, loss loss, or deduction is allocated pursuant to Sections 17.1, 17.2 and 17.3. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property (other than cash) asset contributed to the capital of the Company or revalued by a Shareholder shall, solely for U.S. federal income tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, Shareholders so as to take account of any variation between the adjusted basis of such property asset to the Company for U.S. federal income tax purposes and its fair market value at initial Gross Asset Value, using the time of contribution or revaluation, "traditional method with curative allocations" (as described in such Treasury Regulation Section 1.704-3(c)). In the case may be. All of any Section 1.752-7 Liability assumed by the Members agree that the Board is authorized to select the method or conventionCompany from a Shareholder, or to treat an item as an extraordinary itemincome, in relation gain, loss and deduction with respect to any variation of any Member’s interest in the Company described in section 1.706such Section 1.752-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal7 Liability shall, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest solely for U.S. federal income tax purposes, be allocated among the Shareholders using the "traditional method" as defined in Treasury Regulation Section 1.704-3(b), subject to Section 17.4(e). (i) In the event that the aggregate allocation of depreciation and all amortization deductions for U.S. federal income tax purposes with respect to assets contributed by the Shareholders to the Company pursuant to the first sentence of Section 17.4(b), increased or reduced, as the case may be, to take into account the effect of curative allocations of deduction, loss, income, or gain pursuant to such sentence (in aggregate, the "Net Targeted Tax Deductions") would result in the allocation of Net Targeted Tax Deductions to the Shareholders in a ratio that does not correspond to their respective Percentage Interests (the "Target Ratio"), and a Shareholder would have a shortfall in such Net Targeted Tax Deductions (as compared to the amount that would have been allocated to such Shareholder if such Net Targeted Tax Deductions were allocated in accordance with the Target Ratio) that is in excess of $5 million in respect of a Tax Year of the Members agree Company, a sufficient amount of items of income, gain, deduction, or loss of similar character (to report consistently withthe greatest extent possible for each relevant Tax Year) shall be specially allocated for Code Section 704(b) book and tax purposes among the Shareholders (the "Catchup Allocations") until the Net Targeted Tax Deductions, increased or reduced, as the case may be, by the Catchup Allocations made for Code Section 704(b) tax purposes (in accordance with Sections 17.4(a) and (b)), correspond to the Target Ratio. To the extent reasonably possible and administrable, the Catchup Allocations will consist first of items that do not differ for Code Section 704(b) book and tax purposes. (ii) For the avoidance of doubt, no allocation of any item of income, gain, loss, or deduction with respect to any Section 1.752-7 Liability will be governed by this Section17.4(c). (iii) Schedule 5 includes an allocation example that is intended to illustrate the mechanics of the allocations set forth in the Section 17.4(c). (d) For purposes of determining the nature (as ordinary or capital and, if capital, the applicable rate) of certain items of income and gain allocated among the Shareholders for U.S. federal income tax purposes pursuant to this Section 17.4, any items of income and gain required to be recognized as ordinary income under Section 1245 or as "unrecaptured section 1250 gain" (as defined in Code Section 1(h)), shall be allocated among the Shareholders, to the extent possible, in the same proportion that the Shareholders were allocated and claimed the tax depreciation deductions or basis deductions, directly or indirectly, giving rise to such treatment under Code Sections 1(h) and 1245. (e) Allocation of Section 1.752-7 Liabilities. (i) The amount of any Section 1.752-7 Liability (the "Section 1.752-7 Liability Amount") shall be the present value of such liability immediately after its assumption by the Company, taking into account the Estimated Section 1.752-7 Liability Amounts and calculated on the same assumptions and using the same methodology as were used in calculating the Estimated Section 1.752-7 Liability Amounts, and shall be reflected by class on the Capital Account Schedule; provided, however, that the values of Section 1.752-7 Liabilities for IFRS financial statement purposes shall be treated as the present values of such liabilities (subject to take any action requested the requirements in the first clause of this sentence regarding the calculation assumptions and methodology with respect to the Estimated Section 1.752-7 Liability Amounts) unless there is specific evidence of a more accurate value or the use of the financial statement value would be manifestly contrary to Law. The Parties agree that the pension and retiree benefit obligations of Molson Coors and its Subsidiaries and of Xxxxxx and its Subsidiaries, respectively, that are being assumed by the Board Company shall be reflected on the Capital Account Schedule as a single class and be treated for the purposes of this Section 17.4(e) as a single class of Section 1.752-7 Liabilities, and that the De Minimis Section 1.752-7 Liabilities that are being assumed by the Company shall be reflected on the Capital Account Schedule as a single class and be treated for the purposes of this Section 17.4(e) as a single class of Section 1.752-7 Liabilities. (ii) With respect to ensureeach class of Section 1.752-7 Liabilities reflected on the Capital Account Schedule, any deductions allowable for U.S. federal income tax purposes in respect of such class shall be allocated first to the Shareholders in proportion to such Section 1.752-7 Liabilities as reflected on the Capital Account Schedule for such class assumed from such Shareholders (or their Affiliates), at such time or times as such deductions arise, until such Shareholders have been allocated for U.S. federal income tax purposes deductions equal to the Section 1.752-7 Liability Amounts with respect to the Section 1.752-7 Liabilities for such class assumed from such Shareholders (or their Affiliates). (iii) Thereafter, any deductions allowable for U.S. federal income tax purposes in respect of each class of Designated Section 1.752-7 Liabilities shall be allocated to the Shareholders, together with corresponding amounts of liabilities for book purposes, in proportion to such Designated Section 1.752-7 Liabilities as reflected on the Capital Account Schedule for such class assumed from such Shareholders (or their Affiliates), at such time or times as such deductions arise, until the total present value of deductions for such class allocated for U.S. federal income tax purposes to such Shareholders under this Section 17.4(e)(iii) and Section 17.4(e)(ii), discounted back to the time that such Designated Section 1.752-7 Liabilities were assumed by the Company using a discount rate equal to six percent (6%) per annum, are equal to the total Section 1.752-7 Liability Amounts with respect to the Designated Section 1.752-7 Liabilities for such class assumed from such Shareholders (or their Affiliates). (iv) Any additional deductions allowable for U.S. federal income tax purposes and book purposes in respect of a Section 1.752-7 Liability not governed by Section 17.4(e)(ii) or Section 17.4(e)(iii) shall be allocated among the Shareholders based on their respective Percentage Interests. (v) In the event that there is a decrease of a Section 1.752-7 Liability Amount that is reflected in the Capital Accounts of the Shareholders and that is treated as an item of income under Treasury Regulation Section 1.752-7(c)(1)(ii), such treatmentitem of income shall be allocated to the Shareholder from whom such Section 1.752-7 Liability was assumed. (vi) Schedule 6 includes an allocation example that is intended to illustrate the mechanics of the allocations set forth in this Section 17.4(e).

Tax Allocations. Each item of (a) Except as provided in Sections 5.5(b) and (c), the income, gaingains, loss or deduction recognized by losses and deductions of the Company shall will be allocated among the Members allocated, for U.S. federal, state and local income tax purposes in purposes, among the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are Members in accordance with the interests allocation of such income, gains, losses and deductions among the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). for computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, shall be allocated among the Members, as determined by the Board Members in accordance with Code Section 704(c) of the Code, 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 fair market value at Book Value. Any elections or other decisions relating to such allocation shall be made by the time Tax Matters Partner. * Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) If the Book Value of contribution any Company asset is adjusted pursuant to the requirements of Treasury Regulation Section 1.704-1(b)(2)(iv)(e) or revaluation(f), subsequent allocations of items of taxable 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 Book Value in the same manner as under Code Section 704(c). Any elections or other decisions relating to such allocation shall be made by the case may be. All Tax Matters Partner. (d) Allocations of tax credits, tax credit recapture and any items related thereto shall be allocated to the Members agree that according to their interests in such items as determined by the Board is authorized Tax Matters Partner taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) Allocations pursuant to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation this Section 5.5 are solely for purposes of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local taxes and non-U.S. income tax purposesshall not affect, including accounting proceduresor in any way be taken into account in computing, not expressly provided for by the terms any Member’s Capital Account or share of distributions or other Company items pursuant to any provision of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatmentAgreement.

Tax Allocations. Each item of Code Section 704(c). (a) The income, gaingains, loss or deduction recognized by losses, deductions and expenses of the Company shall be allocated among the Members allocated, for U.S. federal, state and local income tax purposes in purposes, among the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are Members in accordance with the interests allocation of such income, gains, losses, deductions and expenses among the Members in 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 so as to reflect as nearly as possible the allocations set forth herein in each case within the meaning of the computing their Capital Accounts. (b) In accordance with Code Section 704(c) and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable thereunder, income, gain, loss loss, deduction and deduction expense with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, 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 fair market value at the time of contribution or revaluation, as using any reasonable method (including the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, “Traditional Method”) provided for in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations as selected by the Board of Directors in determining its sole discretion. (c) If the Members’ distributive shares Book Value of any Company itemsasset is adjusted pursuant to Section 8.5, subsequent allocations of items of taxable income, gain, loss, deduction and expense with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c). All matters concerning Any elections or other decisions relating to such allocations shall be made by the Board of Directors in any manner that reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to this Section 9.6 are solely for U.S. purposes of federal, state and local taxes and non-U.S. income 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 provisions of this Agreement. (d) Notwithstanding the foregoing provisions of this Agreement, the Board of Directors in its sole discretion shall make such allocations as may be needed to ensure that allocations are in accordance with the interests of the Members, within the meaning of the Code and Treasury Regulations. The Board of Directors shall determine all matters concerning allocations for tax purposes, including accounting procedures, purposes not expressly provided for by the terms of this Agreement shall be determined by the Board herein in its sole discretion. Each Notwithstanding anything to the contrary contained in this Agreement, the proper administration of the Company and for preservation of uniformity of Shares within a particular class or series (i.e., Class B Ordinary Share is intended A Shares, Class T Shares, Class I Shares, Class D Shares and Class FA Shares), the Board of Directors may (i) amend the provisions of this Agreement as appropriate (1) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (2) otherwise to preserve or achieve uniformity of Shares within each respective class or series, and (ii) adopt and employ or modify such conventions and methods the Board of Directors determines in its sole discretion to be treated as appropriate for (1) the determination of each item of income, gain, loss or deduction of the Company and the allocation of such items among Members and between transferors and transferees under this Agreement pursuant to the Code and Treasury Regulations promulgated thereunder, including without limitation adopting a profits interest for U.S. federal income monthly or weekly convention, (2) the determination of the identities and tax purposesclassifications of Members, (3) the valuation of the Company’s assets and the determination of tax basis, (4) the allocation of asset values and tax basis, (5) the adoption and maintenance of accounting methods, and all (6) taking into account differences between the Book Values of the Members agree assets of the Company and adjusted tax basis pursuant to report consistently with, Section 704(c) of the Code and to take any action requested by the Board to ensure, such treatmentTreasury Regulations promulgated thereunder.

Tax Allocations. Each (a) Except as otherwise provided for in this Section 4.5, for federal income tax purposes, each item of income, gain, loss or and deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such as its correlative item of “book” income, gain, loss or deduction is allocated to the Member’s Capital Accounts pursuant to Section 3.2(dSections 4.3 and 4.4 above. (b) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in In accordance with the interests of the Members in the Company, in each case within the meaning of the Code §§ 704(b) and 704(c) and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable thereunder, income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for federal income tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, Members so as to take into account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and the initial Gross Asset Value. If the Gross Asset Value of any Company asset is adjusted as described in the definition of Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such Company asset shall take into account any variation between the adjusted basis of such Company asset for federal income tax purposes and its fair market value at Gross Asset Value in the time of contribution same manner as under Code § 704(c) and the Regulations thereunder. Any elections or revaluation, as other decisions relating to allocations under this Section 4.5(b) (including the case may be. All selection of the Members agree that method for making such allocations) will be made by the Board is authorized Executive Committee. Allocations pursuant to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation this Section 4.5(b) are solely for purposes of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local taxes and non-U.S. 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. (c) Profits and Losses allocable to a Company Interest assigned or reissued during a Company Year shall be allocated to each Person who was the holder of such Company Interest during such Company Year, in proportion to the number of days that each such holder was recognized as the owner of such Company Interest during such Company Year or by an interim closing of the books or in any other proportion permitted by the Code and selected by the Executive Committee in accordance with this Agreement, without regard to the results of the Company operations or the date, amount or recipient of any distributions which may have been made with respect to such Company Interest. (d) All items of income, gain, loss, deduction and credit allocated to the Members in accordance with the provisions hereof and basis allocations recognized by the Company for federal income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement purposes shall be determined without regard to any election under Code § 754 which may be made by the Board in its sole discretion. Each Class B Ordinary Share is intended Company; provided, however, such allocations, once made, shall be adjusted as necessary or appropriate to be treated as a profits interest for U.S. federal income tax purposestake into account the adjustments permitted by Code §§ 734 and 743. (e) Subject to Section 4.5(b), and all if any portion of taxable gain recognized from the disposition of property by the Company represents the “recapture” of previously allocated deductions by virtue of the application of Code § 1(h)(1)(D), 1245 or 1250 (“Recapture Gain”), such Recapture Gain shall be allocated as follows: (i) First, to the Members agree in proportion to report consistently withthe lesser of each Member’s (A) allocable share of the total taxable gain recognized from the disposition of such property and (B) share of depreciation or amortization with respect to such property (as determined in the manner provided under Regulations §§ 1.1245-1(e)(2) and (3)), until each such Member has been allocated Recapture Gain equal to such lesser amount. (ii) Second, the balance of Recapture Gain shall be allocated among the Members whose allocable shares of total taxable gain from the disposition of such property exceed their shares of depreciation or amortization with respect to such property (as determined in the manner provided under Regulations §§ 1.1245-1(e)(2) and (3)), in proportion to take any action requested their shares of total taxable gain (including Recapture Gain) from the disposition of such property; provided, however, that no Member shall be allocated Recapture Gain under this Section 4.5(e) in excess of the total taxable gain otherwise allocated to such Member from such disposition. (f) Unless otherwise required by the Board Code, any tax credits of the Company shall be allocated among the Members in accordance with their Percentage Interests. Any recapture of tax credits shall be allocated among the Members in the same ratio as the applicable tax credits were allocated to ensure, such treatmentthe Members.

Tax Allocations. Each item of income, gain, loss or deduction recognized by the Company in respect of a Series shall be allocated among the Series Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board Managing Member may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Series Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or which is revalued upon the conversion of Class B Shares to Class A Shares or upon the issuance of Class A Shares in Subsequent Offering shall, solely for tax purposes, be allocated among the Members, as determined by the Board Managing Member in accordance with Section 704(c) of the Code, 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 fair market value at the time of contribution or revaluation, as the case may be. The Managing Member shall determine in its sole discretion whether any such revaluation is required to comply with the applicable provisions of the Code and Treasury Regulations. All of the Members agree that the Board Managing Member is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board Managing Member in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

Tax Allocations. Each (a) Except as provided in Section 4.04, for U.S. federal income tax purposes under the Code and the Regulations each Company item of income, gain, loss loss, deduction and credit shall be allocated among the Members as its correlative item of “book” income, gain, loss, deduction or deduction recognized by credit is allocated pursuant to this Article 4. (b) Tax items with respect to any Company asset that is contributed to the Company with a Gross Asset Value that varies from its basis in the hands of the contributing Member immediately preceding the date of contribution shall be allocated among the Members for U.S. federal, state and local federal income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Regulations promulgated under Code Section 3.2(d704(c) or so as otherwise provided herein, provided that the Board may adjust to take into account such allocations as long as variation. The Company shall account for such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the variation using any method approved under Code Section 704(c) and the Treasury Regulationsapplicable Regulations as chosen by the Board. Tax credits and tax credit recapture shall be allocated in accordance with If the Members’ interests in the Gross Asset Value of any Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items asset is adjusted, subsequent allocations of Company taxable income, gain, loss loss, deduction and deduction credit with respect to any property (other than cash) contributed to the capital of the such Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to asset shall take account of any variation between the adjusted basis of such property to the Company asset for U.S. federal income tax purposes and its fair market value at Gross Asset Value in a manner consistent with Code Section 704(c) and the time applicable Regulations using any method approved under Code Section 704(c) and the applicable Regulations as chosen by the Board. Allocations pursuant to this Section 4.05(b) are solely for purposes of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local taxes and non-U.S. income tax purposesshall not affect, including accounting proceduresor in any way be taken into account in computing, not expressly provided for by the terms any Member’s Capital Account or share of Net Profits, Net Losses and any other items or distributions pursuant to any provision of this Agreement Agreement. (c) For purposes of determining a Member’s proportional share of the Company’s “excess nonrecourse liabilities” within the meaning of Regulations Section 1.752-3(a)(3), each Member’s interest in Net Profits shall be determined by such Member’s Unit Sharing Percentage. (d) In the event that the Code or any Regulations require allocations of items of income, gain, loss, deduction or credit different from those set forth in this Article 4, the Board is hereby authorized to make new allocations in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposesreliance on the Code and such Regulations, and all no such new allocation shall give rise to any claim or cause of the Members agree to report consistently with, and to take action by any action requested by the Board to ensure, such treatmentMember.

Tax Allocations. Each item of Code Section 704(c). (a) The income, gaingains, loss or deduction recognized by losses, deductions and expenses of the Company shall be allocated among the Members allocated, for U.S. federal, state and local income tax purposes in purposes, among the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are Members in accordance with the interests allocation of such income, gains, losses, deductions and expenses among the Members in 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 so as to reflect as nearly as possible the allocations set forth herein in each case within the meaning of the computing their Capital Accounts. (b) In accordance with Code Section 704(c) and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable thereunder, income, gain, loss loss, deduction and deduction expense with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, 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 fair market value at the time of contribution or revaluation, as using any reasonable method (including the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, “Traditional Method”) provided for in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations as selected by the Board of Directors in determining its sole discretion. (c) If the Members’ distributive shares Book Value of any Company itemsasset is adjusted pursuant to Section 8.5, subsequent allocations of items of taxable income, gain, loss, deduction and expense with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c). All matters concerning Any elections or other decisions relating to such allocations shall be made by the Board of Directors in any manner that reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to this Section 9.6 are solely for U.S. purposes of federal, state and local taxes and non-U.S. income 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 provisions of this Agreement. (d) Notwithstanding the foregoing provisions of this Agreement, the Board of Directors in its sole discretion shall make such allocations as may be needed to ensure that allocations are in accordance with the interests of the Members, within the meaning of the Code and Treasury Regulations. The Board of Directors shall determine all matters concerning allocations for tax purposes, including accounting procedures, purposes not expressly provided for by the terms of this Agreement shall be determined by the Board herein in its sole discretion. Each Notwithstanding anything to the contrary contained in this Agreement, the proper administration of the Company and for preservation of uniformity of Shares within a particular class or series (i.e., Class B Ordinary Share is intended A Shares, Class T Shares, Class I Shares, Class D Shares, Class S Shares and Class FA Shares), the Board of Directors may (i) amend the provisions of this Agreement as appropriate (1) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (2) otherwise to preserve or achieve uniformity of Shares within each respective class or series, and (ii) adopt and employ or modify such conventions and methods the Board of Directors determines in its sole discretion to be treated as appropriate for (1) the determination of each item of income, gain, loss or deduction of the Company and the allocation of such items among Members and between transferors and transferees under this Agreement pursuant to the Code and Treasury Regulations promulgated thereunder, including without limitation adopting a profits interest for U.S. federal income monthly or weekly convention, (2) the determination of the identities and tax purposesclassifications of Members, (3) the valuation of the Company’s assets and the determination of tax basis, (4) the allocation of asset values and tax basis, (5) the adoption and maintenance of accounting methods, and all (6) taking into account differences between the Book Values of the Members agree assets of the Company and adjusted tax basis pursuant to report consistently with, Section 704(c) of the Code and to take any action requested by the Board to ensure, such treatmentTreasury Regulations promulgated thereunder.

Tax Allocations. Each item (i) For any fiscal year or other period during which any part of a Membership Interest in the Company is transferred between the Company or to another Person, the portion of the Net Profits, Net Losses and other items of income, gain, loss or loss, deduction recognized by and credit that are allocable with respect to such part of a Membership Interest in the Company shall be allocated among apportioned between the Members for U.S. federal, state transferor and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts transferee using any method allowed pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning 706 of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in applicable Regulations as chosen by the Managing Member. (ii) In accordance with Code Section 704(c) and the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable thereunder, income, gain, loss loss, and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for federal income tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, 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 fair market value at initial Gross Asset Value (computed in accordance with subparagraph (a) of the time definition of contribution or revaluation“Gross Asset Value”). In the event the Gross Asset Value of any Company asset is otherwise adjusted pursuant to the definition of “Gross Asset Value,” 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 federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. For purposes of such allocations, the Company shall elect the remedial allocation method described in Regulations Section 1.704-3(d). Except as provided above, all items of the Company income, gain, loss, deduction, and credit, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations determined for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, shall be divided among the Members, to the maximum extent possible, in the same manner in which they share the corresponding items determined for purposes of maintaining Capital Accounts. Allocations pursuant to this Section 5.5(d) are solely for purposes of federal, state, and all local taxes and shall not affect, or in any way be taken into account in computing, any Capital Account or share of Net Profits, Net Losses, other items, or distributions pursuant to any provisions of this Agreement. (iii) In the event that the Code or any Regulations require allocations of items of income, gain, loss, deduction or credit different from those set forth in this Article V, the Managing Member is hereby authorized to make new allocations in reliance on the Code and such Regulations. (iv) For purposes of determining a Member’s proportional share of the Members agree Company’s “excess nonrecourse liabilities” within the meaning of Regulations Section 1.752-3(a)(3), each Member’s interest in profits will be deemed to report consistently with, and to take any action requested by the Board to ensure, such treatmentequal each Member’s interest in Net Profits allocated under Section 5.5(b).

Tax Allocations. Each item of income, gain, loss or deduction recognized by the Company LLC shall be allocated among the Members Unitholders for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Unitholders’ Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members Unitholders in the CompanyLLC, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with Notwithstanding the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items foregoing, (i) items of Company LLC taxable income, gain, loss loss, and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, LLC shall be allocated among the MembersUnitholders, as determined by the Board in accordance with Code Section 704(c) of the Code, so as to take account of any variation between the adjusted basis of such property to the Company LLC for U.S. federal income tax purposes and its fair market value at on the time date of contribution and (ii) if the value of any LLC asset is adjusted pursuant to the requirements of Treasury Regulation Section 1.704- 1(b)(2)(iv)(e) or revaluation(f) then subsequent allocations of items of taxable income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and such value, as the case may be. All of the Members agree that determined by the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company same manner as under Code Section 704(c). The Board shall elect to use the traditional method described in section 1.706Treasury Regulation Section 1.704-4 3(b), unless each Principal Investor consents to the election of another method. Tax credits and tax credit recapture shall be allocated in accordance with the Unitholders’ interests in the LLC as provided in Treasury Regulations in determining the Members’ distributive shares of Company itemsSection 1.704-1(b)(4)(ii). All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

Tax Allocations. Each item of income, gain, loss or deduction recognized by the Company in respect of a Series shall be allocated among the Series Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d9.1(c) or as otherwise provided herein, provided that the Board Managing Member may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Series Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or which is revalued upon the conversion of Class B Shares to Class A Shares or upon the issuance of Class A Shares in a Subsequent Offering shall, solely for tax purposes, be allocated among the Members, as determined by the Board Managing Member in accordance with Section 704(c) of the Code, 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 fair market value at the time of contribution or revaluation, as the case may be. The Managing Member shall determine in its sole discretion whether any such revaluation is required to comply with the applicable provisions of the Code and Treasury Regulations. All of the Members agree that the Board Managing Member is authorized to select the method or of convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board Managing Member in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.