Common use of Tax Allocations Clause in Contracts

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The As of the end of each day, income, gainsexpense, lossesdeduction, deductions and credits gain or loss of the Company will be allocatedDown-MACRO Holding Trust, all as determined for federal, state and local U.S. federal 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 Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will shall be allocated among the Members so Holders pursuant to the following subsections solely for U.S. federal and other applicable tax purposes (both U.S. and non-U.S. taxes) as provided below. Such allocations shall be pro rata from short-term capital gain or loss and long-term capital gain or loss and operating income or loss recognized by the Down-MACRO Holding Trust. Such allocations shall be made, to reflect the extent required, in a manner consistent with the principles of Section 7.2(b). (a) Except as nearly provided in the second and third sentences of Section 7.5(b)(ii), items of ordinary income (such as possible interest income), deduction and expense (such as advisory fees and brokerage fees) shall be allocated in a manner consistent with the allocation set forth herein economic allocations described in computing their Capital AccountsSection 7.2. (b) Items of Company taxable income, gain, recognized capital gain or loss and deduction from the Down-MACRO Holding Trust's trading activities shall be allocated as follows: (i) There shall be established a tax basis account with respect to any property each Holder's shares in the Down-MACRO Holding Trust. The initial balance of each tax basis account shall be the amount contributed to the capital of the Company Down-MACRO Holding Trust for such shares. (1) Each tax basis account shall be increased by the amount of (I) any additional contributions made with respect to such Holder's shares in the Down-MACRO Holding Trust and (II) any taxable income or gain allocated to such Holder pursuant to Section 7.5(a) above and this Section 7.5(b); (2) Each tax basis account shall be decreased by the amount of (I) taxable expense, deduction or loss allocated to such Holder pursuant to Section 7.5(a) above and this Section 7.5(b) and (II) any distribution received by such Holder with respect to its Down-MACRO Holding Shares other than as a consequence of a partial redemption of Down-MACRO Holding Shares; and (3) When any Down-MACRO Holding Share is redeemed, the tax basis account attributable to such redeemed Down-MACRO Holding Share shall be eliminated. (ii) Items of recognized capital gain shall be allocated first to each Holder who has fully or partially redeemed its Down-MACRO Holding Shares on such day up to any excess of (A) the amount received upon such redemption over (B) the tax basis account attributable to the redeemed Down-MACRO Holding Shares in the Down-MACRO Holding Trust. If the aggregate amount of recognized capital gain to be so allocated to all Holders who have redeemed Down-MACRO Holding Shares on such day is less than the excess of all such amounts received upon redemption over all such tax basis accounts, then items of ordinary income shall be allocated first to all such Holders up to any excess of all such amounts. If the aggregate amount of recognized capital gain and ordinary income to be so allocated to all Holders who have redeemed Down-MACRO Holding Shares on such day is less than the excess of all such amounts received upon redemption over all such tax basis accounts, the entire amount of capital gain and ordinary income for such day shall be allocated among all such Holders in the ratio that each such Holder's allocable share of such excess bears to the aggregate excess of all such Holders who redeemed any of their Down-MACRO Holding Shares on such day. (iii) Items of recognized capital gain remaining after the allocations in subsection (ii) above shall be allocated among all Holders whose Capital Accounts are in excess of their tax basis accounts (after the adjustments in subsection (ii)) in the ratio that each such Holder's allocable share of such excess bears to all such Holders' excesses. If the aggregate amount of recognized capital gain to be so allocated is greater than the aggregate excess of all such Holders' Capital Accounts over all such tax basis accounts, the excess amount of gain shall be allocated among all Holders in the ratio that each Holder's Capital Account bears to all Holders' Capital Accounts. (iv) Items of recognized capital loss shall be allocated first to each Holder who has redeemed any of its Down-MACRO Holding Shares on such day up to any excess of (A) the tax basis account attributable to the redeemed Down-MACRO Holding Share over (B) the amount received upon such redemption. If the aggregate amount of recognized capital loss to be so allocated to all Holders who have redeemed any Down-MACRO Holding Shares on such day is less than the aggregate excess of all such tax basis accounts over all such amounts received upon redemption, the entire amount of loss for such day shall be allocated among all such Holders in the ratio that each such Holder's excess bears to the aggregate excess of all such Holders who redeemed any of their Down-MACRO Holding Shares on such day. (v) Items of recognized capital loss remaining after the allocations in subsection (iv) above shall be allocated among the Members Holders whose tax basis accounts are in accordance with Code Section 704(cexcess of their Capital Accounts (after the adjustments in subsection (iv)) so as to take account of any variation between in the adjusted basis ratio that each such Holder's allocable share of such property excess bears to all such Holders' excesses. If the aggregate amount of loss to be so allocated is greater than the aggregate excess of all such tax basis accounts over all such Holders' Capital Accounts, the excess amount of recognized capital loss shall be allocated among all Holders in the ratio that each Holder's Capital Account bears to all Holders' Capital Accounts. (vi) The allocations of profit and loss to the Company for federal income tax purposes basis accounts of Holders in respect of the Down-MACRO Holding Shares shall not exceed the allocations permitted under Subchapter K of the Code as determined by the Depositor in its sole and its Book Value using absolute discretion, whose determination shall be binding on the traditional method, as described in Treasury Regulations Section 1.704-3(b)Holders. (c) If the Book Value The allocation of any Company asset is adjusted pursuant to Section 5.01(b), subsequent allocations of items of taxable income, gain, loss loss, deduction and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset expense for U.S. federal income tax purposes set forth herein is intended to allocate such items so as to eliminate, to the extent possible, any disparity between a Holder's Capital Account and its Book Value tax basis account, consistent with principles set forth in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such MemberCode. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The For each Fiscal Year, items of income, gainsdeduction, lossesgain, deductions and credits of the Company will loss or credit shall be allocated, allocated for federal, state and local income tax purposes, 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 Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so manner as to reflect equitably amounts credited or debited to each Member’s Capital Account for the current and prior fiscal years (or relevant portions thereof). Allocations under this Section 5.9 shall be made pursuant to the principles of Sections 704(b) and 704(c) of the Code, and in conformity with Treasury Regulations Sections 1.704-1(b)(2)(iv)(f), 1.704-1(b)(4)(i) and 1.704-3(e) promulgated thereunder, as nearly applicable, or the successor provisions to such Section and Regulations. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Members such gains or income as possible shall be necessary to satisfy the allocation set forth herein in computing their Capital Accounts“qualified income offset” requirements of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of If the Company shall be allocated among the Members in accordance with Code Section 704(crealizes capital gains (including short-term capital gains) 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 Book Value using for any Fiscal Year during or as of the traditional methodend of which the Interests of one or more Positive Basis Members (as hereinafter defined) are repurchased by the Company pursuant to Article IV, the Manager may elect to allocate net gains as described follows: (i) to such Positive Basis Members, in Treasury Regulations Section 1.704-3(b)proportion to the Positive Basis (as hereinafter defined) of each such Positive Basis Member, until either the full amount of the net gains has been so allocated or the Positive Basis of each Positive Basis Member shall have been eliminated; and (ii) any net gains not so allocated to Positive Basis Members to the other Members in a manner that equitably reflects the amounts credited to the Members’ Capital Accounts. (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), 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 realizes capital losses for U.S. federal income tax purposes and its Book Value for any Fiscal Year during or as of the end of which the Interests of one or more Negative Basis Members (as hereinafter defined) are repurchased by the Company under Article IV of this Agreement, the Manager may elect to allocate net losses as follows: (i) to such Negative Basis Members, in proportion to the same Negative Basis (as hereafter defined) of each Negative Basis Member, until either the full amount of net losses will have been so allocated or the Negative Basis of each Negative Basis Member has been eliminated, and (ii) any net losses not so allocated to Negative Basis Members, to the other Members in a manner as under Code Section 704(c) using that reflects equitably the traditional method, as described in Treasury Regulations Section 1.704-3(b)amounts credited to the Members’ Capital Accounts. (d) Allocations As used herein, (i) the term “Positive Basis” means, with respect to any Member and as of any time of calculation, the amount by which the value of its Interest as of such time exceeds its “adjusted tax creditsbasis,” for U.S. federal income tax purposes, in its Interest as of such time (determined without regard to any adjustments made to such “adjusted tax credit recapturebasis” by reason of any transfer or assignment of such Interest, including by reason of death, and any items related thereto shall be allocated without regard to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a such Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within liabilities of the meaning Company under Section 752 of Treasury Regulation Section 1.752-3(a)(3the Code), each and (ii) the term “Positive Basis Member’s interest in income ” means any Member whose Interest is repurchased by the Company and gain who has Positive Basis as of the effective date of the repurchase, but such Member shall cease to be in proportion to the Units held by a Positive Basis Member at such Member. (f) Allocations time as it shall have received allocations pursuant to this Section 5.05 are solely for purposes clause (i) of 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 paragraph (b) equal to its Positive Basis as of Profits, Losses, Distributions or other Company items pursuant to any provision the effective date of this Agreementsuch repurchase.

Tax Allocations. (a) The For each Fiscal Year, items of income, gainsdeduction, lossesgain, deductions and credits of the Company will loss or credit shall be allocated, allocated for federal, state and local income tax purposes, 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 Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so manner as to reflect equitably amounts credited or debited to each Member’s Capital Account for the current and prior fiscal years (or relevant portions thereof). Allocations under this Section 5.9 shall be made pursuant to the principles of Sections 704(b) and 704(c) of the Code, and in conformity with Treasury Regulations Sections 1.704-1(b)(2)(iv)(f), 1.704-1(b)(4)(i) and 1.704-3(e) promulgated thereunder, as nearly applicable, or the successor provisions to such Section and Regulations. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Members such gains or income as possible shall be necessary to satisfy the allocation set forth herein in computing their Capital Accounts“qualified income offset” requirements of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of If the Company shall be allocated among the Members in accordance with Code Section 704(crealizes capital gains (including short-term capital gains) 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 Book Value using for any Fiscal Year during or as of the traditional methodend of which the Interests of one or more Positive Basis Members (as hereinafter defined) are repurchased by the Company pursuant to Article IV, the Manager may elect to allocate net gains as described follows: (i) to such Positive Basis Members, in Treasury Regulations Section 1.704-3(b)proportion to the Positive Basis (as hereinafter defined) of each such Positive Basis Member, until either the full amount of the net gains has been so allocated or the Positive Basis of each Positive Basis Member shall have been eliminated; and (ii) any net gains not so allocated to Positive Basis Members to the other Members in a manner that equitably reflects the amounts credited to the Members’ Capital Accounts. (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), 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 realizes capital losses for U.S. federal income tax purposes and its Book Value for any Fiscal Year during or as of the end of which the Interests of one or more Negative Basis Members (as hereinafter defined) are repurchased by the Company under Article IV of this Agreement, the Manager may elect to allocate net losses as follows: (i) to such Negative Basis Members, in proportion to the same Negative Basis (as hereafter defined) of each Negative Basis Member, until either the full amount of net losses will have been so allocated or the Negative Basis of each Negative Basis Member has been eliminated, and (ii) any net losses not so allocated to Negative Basis Members, to the other Members in a manner as under Code Section 704(c) using that reflects equitably the traditional method, as described in Treasury Regulations Section 1.704-3(b)amounts credited to the Members’ Capital Accounts. (d) Allocations As used herein, (i) the term “Positive Basis” means, with respect to any Member and as of any time of calculation, the amount by which the value of its Interest as of such time exceeds its “adjusted tax creditsbasis,” for U.S. federal income tax purposes, in its Interest as of such time (determined without regard to any adjustments made to such “adjusted tax credit recapture, basis” by reason of any transfer or assignment of such Interest and any items related thereto shall be allocated without regard to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a such Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within liabilities of the meaning Company under Section 752 of Treasury Regulation Section 1.752-3(a)(3the Code), each and (ii) the term “Positive Basis Member’s interest in income ” means any Member whose Interest is repurchased by the Company and gain who has Positive Basis as of the effective date of the repurchase, but such Member shall cease to be in proportion to the Units held by a Positive Basis Member at such Member. (f) Allocations time as it shall have received allocations pursuant to this Section 5.05 are solely for purposes clause (i) of 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 paragraph (b) equal to its Positive Basis as of Profits, Losses, Distributions or other Company items pursuant to any provision the effective date of this Agreementsuch repurchase.

Tax Allocations. (a) The Subject to Section 6.3(b) through Section 6.3(e), all income, gains, losses, losses and deductions and credits of the Company will shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, losses and deductions and credits among the Members for computing their Capital Accounts; provided , except that if any such allocation for tax purposes is not permitted by the Code or other applicable Applicable Law, the Company’s subsequent income, gains, losses, losses and deductions and credits will shall be allocated among the Members for tax purposes, to the extent permitted by the Code and other Applicable Law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) and the traditional method of Treasury Regulations Section 1.704-3(b), so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company asset is adjusted pursuant to Treasury Regulation Section 5.01(b)1.704-1(b)(2)(iv)(f) as provided in clause (c) of the definition of Book Value, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax creditscredit, tax credit recapture, recapture and any items related thereto shall be allocated to the Members pro rata according to their interests in such items as determined by the Manager Board taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 6.3 are solely for purposes of 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 ProfitsNet Income, Net Losses, Distributions or other Company items pursuant to any provision provisions of this Agreement.

Tax Allocations. Code Section 704(c). (a) The income, gains, losses, deductions and credits In accordance with Section 704(c) of the Company will be allocatedCode and the Treasury Regulations thereunder, for federal, 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 Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall shall, solely for tax purposes, be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such contributed property to the Company for federal income tax purposes and its Book Value using book value (computed in accordance with Section 704(b) of the traditional method, as described in Code and the Treasury Regulations Section 1.704-3(bthereunder). (cb) If the Book Value assets of any the Company asset is adjusted are revalued pursuant to Section 5.01(b)5.5 of this Operating Agreement, 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 its book value (computed in accordance with Section 704(b) of the Code and its Book Value the Treasury Regulations thereunder), in the same manner as under Code allocations pursuant to Section 704(c) using of the traditional method, as described in Code and the Treasury Regulations Section 1.704-3(b)thereunder. (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (fc) Allocations pursuant to Section 6.11(a) of this Operating Agreement shall be made using the “remedial allocation method” described in Section 1.704-3(d) of the Treasury Regulations (or successor regulation). Allocations pursuant to Section 6.11(b) of this Operating Agreement shall be made as required or permitted by Section 1.704-3 of the Treasury Regulations pursuant to any method provided therein that may reasonably be chosen by the Board. Any election or other decision relating to tax allocations under this Section 5.05 6.11 shall be made in any manner that the Board reasonably determines to reflect the purpose and intention of this Operating Agreement. Allocations under this Section 6.11 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s 's Capital Account or share of Profitsincome, Lossesgains, Distributions losses, deductions or other Company items pursuant to distributions under any provision of this Operating Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that that, if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction of the Company with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in method of Treasury Regulations Regulation Section 1.704-3(b)) unless the Board of Managers, using reasonable discretion, adopts another permissible method or methods. (c) If the Book Value of any asset of the Company asset is adjusted pursuant to Treasury Regulation Section 5.01(b1.704-1(b)(2)(iv)(e), (f) or (s), including adjustments to the Book Value of any asset of the Company in connection with the execution of this Agreement, 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 its Book Value using any permissible method or methods selected in the same manner as under Code Section 704(c) using discretion of the traditional method, as described in Treasury Regulations Section 1.704-3(b)Board of Managers. (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager Board of Managers taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be determined pursuant to any proper method, as reasonably determined by the Board of Managers; provided that, each year the Board of Managers shall use its reasonable best efforts (using in proportion all instances any proper method, including the “additional method” described in Treasury Regulation Section 1.752-3(a)(3)) to allocate a sufficient amount of the excess nonrecourse liabilities to those Members who would have at the end of the applicable Taxable Year, but for such allocation, taxable income due to the Units held by deemed distribution of money to such Member pursuant to Section 752(b) of the Code that is in excess of such Member’s adjusted tax basis in its Units. (f) If, pursuant to Section 5.03(f), the Board of Managers causes a Capital Account reallocation in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Board of Managers shall make corrective allocations in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(4)(x). (g) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other items of the Company items pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (ai) The income, gains, losses, deductions and credits expenses of the Company will shall be allocated, for federal, state and local income tax purposes, among the Tax Members in accordance with the allocation of such income, gains, losses, deductions and credits expenses among the Tax Members for computing their Capital Accounts; provided , except that if any such allocation is not permitted by the Code or other applicable Lawlaw, the Company’s subsequent income, gains, losses, deductions and credits will expenses shall be allocated among the Tax Members so as to reflect as nearly as possible the allocation allocations set forth herein in computing their Capital Accounts. (bii) Items of Company taxable In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss loss, deduction and deduction expense with respect to any property contributed to the capital of the Company shall shall, solely for tax purposes, be allocated among the Tax Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value fair market value at the time of contribution using any reasonable method (including the traditional method, as described “Traditional Method”) provided for in the Treasury Regulations Section 1.704-3(b)as selected by the Directors in their sole and discretion. (ciii) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b)8.5, subsequent allocations of items of taxable income, gain, loss loss, deduction and deduction expense with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto . Any elections or other decisions relating to such allocations shall be allocated to the Members pro rata as determined made by the Manager taking into account Board of Directors in any manner that reasonably reflects the principles purpose and intent of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) this Agreement. Allocations pursuant to this Section 5.05 9.6 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Tax Member’s Capital Account or share of Profits, Losses, other items or Distributions or other Company items pursuant to any provision provisions of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction of the Company with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any asset of the Company asset is adjusted pursuant to Section 5.01(b), including adjustments to the Book Value of any asset of the Company in connection with the execution of this Agreement, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Regulations Section 1.752-3(a)(3), each Member’s interest in income and gain shall be determined pursuant to any proper method, as reasonably determined by the Manager; provided, that each year the Manager shall use its reasonable best efforts (using in proportion all instances any proper method permitted under applicable Law, including without limitation the “additional method” described in Treasury Regulations Section 1.752-3(a)(3)) to allocate a sufficient amount of the excess nonrecourse liabilities to those Members who would have at the end of the applicable Taxable Year, but for such allocation, taxable income due to the Units held by deemed distribution of money to such Member pursuant to Section 752(b) of the Code that is in excess of such Member’s adjusted tax basis in its Units. (f) In the event any Common Units issued pursuant to Section 1(b) of the Policy Regarding Certain Equity Issuances attached to this Agreement as Exhibit C are subsequently forfeited, the Company may make forfeiture allocations with respect to such Common Units in the Taxable Year of such forfeiture in accordance with the principles of proposed Treasury Regulations Section 1.704-1(b)(4)(xii)(c), taking into account any amendments thereto and any temporary or final Treasury Regulations issued pursuant thereto. (g) Allocations pursuant to this Section 5.05 are solely for purposes of federal, state and local income 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, Distributions or other items of the Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), including adjustments to the Book Value of any Company asset in connection with the execution of this Agreement, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be determined pursuant to any proper method, as reasonably determined by the Manager; provided, that each year the Manager shall use its reasonable best efforts (using in proportion all instances any proper method, including without limitation the “additional method” described in Treasury Regulation Section 1.752-3(a)(3))) to allocate a sufficient amount of the excess nonrecourse liabilities to those Members who would have at the end of the applicable Taxable Year, but for such allocation, taxable income due to the Units held by deemed distribution of money to such Member pursuant to Section 752(b) of the Code that is in excess of such Member’s adjusted tax basis in its Units; and provided, further, that, in making such allocations of the Company’s “excess nonrecourse liabilities” in the year of the IPO, the Manager shall, to the extent permissible under law, use the methodology used in the illustration attached hereto as Exhibit C (for the avoidance of doubt, in making allocations of the Company’s “excess nonrecourse liabilities” in accordance with this Section 5.05(e), the Manager shall be permitted to use the methodology set forth in Exhibit C in subsequent taxable periods as well). (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction of the Company with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using as determined by the traditional method, as described Manager in Treasury Regulations Section 1.704-3(b)good faith. (c) If the Book Value of any asset of the Company asset is adjusted pursuant to Section 5.01(b), including adjustments to the Book Value of any asset of the Company in connection with the execution of this Agreement, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other items of the Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction of the Company with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using as determined by the traditional method, as described Manager in Treasury Regulations Section 1.704-3(b)good faith. (c) If the Book Value of any asset of the Company asset is adjusted pursuant to Section 5.01(b), including adjustments to the Book Value of any asset of the Company in connection with the execution of this Agreement, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described method set forth in Treasury Regulations Section 1.704-1.704- 3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other items of the Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, losses and deductions and credits of the Company will shall be allocated, allocated for federal, state and local income tax purposes, purposes among the Members Unitholders in accordance with the allocation of such income, gains, losses, losses and deductions and credits among the Members Unitholders for purposes of computing their Capital Accounts; provided except that if any such allocation is not permitted by the Code or other applicable Lawlaw, then the Company’s subsequent income, gains, losses, losses and deductions and credits will for tax purposes shall be allocated among the Members Unitholders so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members Unitholders 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 federal income tax purposes and its Book Value Gross Asset Value, using the traditional “remedial method, as described in Treasury Regulations ” under Regulation Section 1.704-3(b3(d), unless otherwise agreed in writing by the Vestar Majority Holders. (c) If the Book Gross Asset Value of any Company asset is adjusted pursuant to the requirements of Regulations Section 5.01(b1.704-1(b)(2)(iv)(e) or (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 federal income tax purposes and its Book Gross Asset Value in the same manner as under Code Section 704(c) of the Code using such method or methods as the traditional method, as described in Treasury Regulations Section 1.704-3(b)Vestar Group Majority may direct. (d) Allocations In addition to the consent rights set forth in Section 6.10(a), the Vestar Group Majority shall have the sole and exclusive right to determine the method used by the Company or any of tax its Subsidiaries to make allocations pursuant to Section 704(c) of the Code (including any so-called “reverse” Section 704(c) allocations). (e) Tax credits, tax credit recapture, recapture and any items related thereto shall be allocated to the Members pro rata Unitholders according to their interests in such items as reasonably determined by the Manager Board of Managers taking into account the principles of Treasury Regulation Section Regulations Sections 1.704-1(b)(4)(ii) and 1.704-1T(b)(4)(xi). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 5.3 are solely for the purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any MemberUnitholder’s Capital Account or share of ProfitsIncome, LossesLoss, Distributions distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction of the Company with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any asset of the Company asset is adjusted pursuant to Section 5.01(b), including adjustments to the Book Value of any asset of the Company in connection with the execution of this Agreement, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be determined pursuant to any proper method, as reasonably determined by the Manager; provided, that each year the Manager shall use its reasonable best efforts (using in proportion all instances any proper method, including without limitation the “additional method” described in Treasury Regulation Section 1.752-3(a)(3)) to allocate a sufficient amount of the excess nonrecourse liabilities to those Members who would have at the end of the applicable Taxable Year, but for such allocation, taxable income due to the Units held by deemed distribution of money to such Member pursuant to Section 752(b) of the Code that is in excess of such Member’s adjusted tax basis in its Units. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other items of the Company items pursuant to any provision of this Agreement.

Tax Allocations. (aSection 704(c) of the Code. ------------------------------------------- 5.6.1 The income, gains, losses, deductions and credits expenses of the Company will LLC shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits expenses among the Members for computing their Capital Accounts; provided , except that if any such allocation is not permitted by the Code or other applicable Lawlaw, the Company’s LLC's subsequent income, gains, losses, deductions and credits will expenses shall be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b5.6.2 In accordance with Section 704(c) Items of Company taxable the Code and the Treasury Regulations thereunder, income, gain, loss loss, deduction and deduction expense with respect to any property contributed to the capital of the Company shall LLC shall, solely for income tax purposes, be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company LLC for federal income tax purposes and its Book Value using fair market value at the traditional method, as described in Treasury Regulations Section 1.704-3(b)time of contribution. (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), subsequent allocations of items of taxable income, gain, loss and deduction with respect 5.6.3 Any elections or other decisions relating to such asset allocations shall take account be made by a majority of the authorized number of Managers in any variation between manner that reasonably reflects the adjusted purpose and intent of this Agreement. 5.6.4 A majority of the authorized number of Managers may elect to adjust the basis of such asset LLC Property for federal income tax purposes and its Book Value in accordance with Section 744 of the Code, in the same manner as under Code Section 704(c) using the traditional method, event of a distribution of LLC Property as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share 734 of the Company’s “excess nonrecourse liabilities” within Code or a transfer of a Membership Interest described in Section 743 of the meaning Code. In the event that any Member requests to make any such election, a majority of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion the authorized number of Managers may require the Member so benefited thereby to pay the Units held by additional annual accounting costs incurred as a result of making such Memberelection. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for U.S. federal, 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 Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using any reasonable method as determined in the traditional method, as described in sole discretion of the Manager taking into account the principles of Treasury Regulations Section 1.704-1.704- 3(b). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), 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 its Book Value in the same manner as under Code Section 704(c) using any reasonable method as determined in the traditional method, as described in sole discretion of the Manager taking into account the principles of Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 5.04 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Lawlaw, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b5.1(b), 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 5.5 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction of the Company with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described method set forth in Treasury Regulations Section 1.704-1.704- 3(b). (c) If the Book Value of any asset of the Company asset is adjusted pursuant to Section 5.01(b), including adjustments to the Book Value of any asset of the Company in connection with the execution of this Agreement, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be determined pursuant to any proper method, as reasonably determined by the Manager; provided, that each year the Manager shall use its reasonable best efforts (using in proportion all instances any proper method, including without limitation the “additional method” described in Treasury Regulation Section 1.752-3(a)(3)) to allocate a sufficient amount of the excess nonrecourse liabilities to those Members who would have at the end of the applicable Taxable Year, but for such allocation, taxable income due to the Units held by deemed distribution of money to such Member pursuant to Section 752(b) of the Code that is in excess of such Member’s adjusted tax basis in its Units. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other items of the Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided except that if any such allocation is not permitted by the Code or other applicable Lawlaw, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using in accordance with the traditional “remedial method, as described in ” pursuant to Treasury Regulations Section Regulation 1.704-3(b3(d). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b3.2(b), 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 its Book Value in the same manner as under Code Section 704(c) using in accordance with such method determined by the traditional method, as described in Treasury Regulations Section 1.704-3(b)Board. (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata according to their interests in such items as determined by the Manager Board taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata proportional share of the Company’s “excess nonrecourse non-recourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such MemberMember (excluding any Management Incentive Units with a Participation Threshold greater than zero). (f) Allocations pursuant to this Section 5.05 4.4 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that that, if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction of the Company with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using any permissible method or methods selected in the traditional method, as described in Treasury Regulations Section 1.704-3(b)discretion of the Manager. (c) If the Book Value of any asset of the Company asset is adjusted pursuant to Treasury Regulation Section 5.01(b1.704-1(b)(2)(iv)(e), (f) or (s), including adjustments to the Book Value of any asset of the Company in connection with the execution of this Agreement, 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 its Book Value using any permissible method or methods selected in the same manner as under Code Section 704(c) using discretion of the traditional method, as described in Treasury Regulations Section 1.704-3(b)Manager. (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be determined pursuant to any proper method, as reasonably determined by the Manager; provided that, each year the Manager shall use its reasonable best efforts (using in proportion all instances any proper method, including the “additional method” described in Treasury Regulation Section 1.752-3(a)(3)) to allocate a sufficient amount of the excess nonrecourse liabilities to those Members who would have at the end of the applicable Taxable Year, but for such allocation, taxable income due to the Units held by deemed distribution of money to such Member pursuant to Section 752(b) of the Code that is in excess of such Member’s adjusted tax basis in its Units. (f) If, pursuant to Section 5.03(f), the Manager causes a Capital Account reallocation in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Manager shall make corrective allocations in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(4)(x). (g) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other items of the Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction of the Company with respect to any property contributed to the capital of the Company after the date hereof shall be allocated among the 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 federal income tax purposes and its Book Value using the traditional method, as described method set forth in Treasury Regulations Regulation Section 1.704-3(b). (c) If the Book Value of any asset of the Company asset is adjusted pursuant to Section 5.01(b5.1(b), including adjustments to the Book Value of any asset of the Company in connection with the execution of this Agreement, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described method set forth in Treasury Regulations Regulation Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be determined pursuant to any proper method, as reasonably determined by the Manager; provided, that each year the Manager shall use its reasonable best efforts (using in proportion all instances any proper method, including without limitation the “additional method” described in Treasury Regulation Section 1.752-3(a)(3)) to allocate a sufficient amount of the excess nonrecourse liabilities to those Members who would have at the end of the applicable Taxable Year, but for such allocation, taxable income due to the Units held by deemed distribution of money to such Member pursuant to Section 752(b) of the Code that is in excess of such Member’s adjusted tax basis in its Units. (f) Allocations pursuant to this Section 5.05 5.5 are solely for purposes of 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, Distributions or other items of the Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided provided, however, that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager Managing Member taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The Subject to Section 18.3(b) through Section 18.3(e), all income, gains, losses, losses and deductions and credits of the Company will shall be allocated, for federal, state and local income tax purposes, among the Company Members in accordance with the allocation of such income, gains, losses, losses and deductions and credits among the Company Members for computing their Capital Accounts; provided , except that if any such allocation for tax purposes is not permitted by the Code or other applicable Applicable Law, the Company’s subsequent income, gains, losses, losses and deductions and credits will shall be allocated among the Company Members for tax purposes, to the extent permitted by the Code and other Applicable Law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Company Members in accordance with Code Section 704(c) and the traditional method of Treasury Regulations Section 1.704- 3(b), so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company asset is adjusted pursuant to Treasury Regulation Section 5.01(b)1.704-1(b)(2)(iv)(f) as provided in clause (c) of the definition of Book Value, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax creditscredit, tax credit recapture, recapture and any items related thereto shall be allocated to the Company Members pro rata according to their interests in such items as determined by the Manager Board taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 18.3 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Company Member’s Capital Account or share of ProfitsNet Income, Net Losses, Distributions or other Company items pursuant to any provision provisions of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions deductions, and credits of the Company LLC will be allocated, for federal, state state, and local income tax purposes, among the Members Unitholders in accordance with the allocation of such income, gains, losses, deductions deductions, and credits among the Members Unitholders for computing their Capital Accounts; provided that except that, if any such allocation is not permitted by the Code or other applicable Lawlaw, then the Company’s LLC's subsequent income, gains, losses, deductions deductions, and credits will be allocated among the Members Unitholders so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company LLC taxable income, gain, loss loss, and deduction with respect to any property contributed to the capital of the Company LLC shall be allocated among the Members Unitholders in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company LLC for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company LLC asset is adjusted pursuant to the requirements of Treasury Regulation Section 5.01(b), 1.704-1(b)(2)(iv)(e) or (f) subsequent allocations of items of taxable income, gain, loss 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 Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata Unitholders according to their interests in such items as determined by the Manager Board taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 SECTION 4.4 are solely for purposes of federal, state state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Unitholder's Capital Account or share Unit of Profits, Losses, Distributions Distributions, or other Company LLC items pursuant to any provision of this Agreement.

Tax Allocations. (a) The Subject to Section 7.02(b), (c) and (d), items of income, gainsgain, lossesloss, deductions deduction, and credits of the Company will credit to be allocated, allocated for federal, 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 Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will purposes shall be allocated among the Members so on the same basis as the corresponding “book” items are allocated as provided in Section 7.01; provided however, that the tax items allocated to reflect as nearly as possible Members pursuant to this Section 7.02(a) shall not be reflected in the allocation set forth herein in computing their Member’s Capital Accounts. (b) Items If any assets of the Company taxable incomeare subject to Code Section 704(c) or reflected in the Capital Accounts of the Members at a book value that differs from the adjusted federal income tax basis of such property, gain, loss and deduction then the tax items with respect to any such property contributed to the capital of the Company shall be allocated shared among the Members in accordance with Code Section 704(c) so as to take a manner that takes account of any the variation between the adjusted federal income tax basis of such property to of the Company for federal income tax purposes and its Book Value using book value in accordance with the traditional methodrequirements of Code Section 704(c), as described in the Treasury Regulations thereunder, and Treasury Regulations Section 1.704-3(b1(b)(4)(i). (c) If the Book Value book value of any Company asset is adjusted pursuant to Section 5.01(b6.02(a), 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 its Book Value book value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata holders of Units according to their interests in such items as determined by the Manager Board of Directors taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 7.02 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Memberholder’s Capital Account or share of Profitsbook income, Lossesgain, Distributions loss or deduction, distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The Except as otherwise provided by applicable tax law or in this Section 3.4, items of partnership taxable income, gainsgain, losses, deductions loss and credits of the Company will deduction shall be allocated, allocated for U.S. federal, state and local income tax purposes, among the Members in accordance with the allocation of same manner as such income, gains, losses, deductions and credits among the Members items are allocated for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accountsbook purposes under this Article 3. (b) Items In accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of Company taxable partnership income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall by a Member shall, solely for tax purposes, be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company Nevada JV for U.S. federal income tax purposes and its Book initial Carrying Value using any method permitted under Section 704(c) of the traditional methodCode and the Treasury Regulations thereunder, as described in Treasury Regulations Section 1.704-3(b)determined by the Board. (c) If the Book Carrying Value of any Company asset of Nevada JV is adjusted pursuant to Section 5.01(b)the clause (ii) of the definition of Carrying Value, subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset property shall take account of any variation between the adjusted basis of such asset for U.S. federal income tax purposes and its Book Carrying Value in the same manner as under Code Section 704(c) using of the traditional methodCode and the Treasury Regulations thereunder, as described in Treasury Regulations Section 1.704-3(b)determined by the Board. (d) Allocations Pursuant to the Implementation Agreement, the Members made Capital Contribution to the Nevada JV of depletable properties with respect to which the contributing Member has an adjusted tax creditsbasis that may consist in part of depletable expenditures and in part of expenditures capitalized under Code Sections 616(b), tax credit recapture291(b) and 59(e). Depletion deductions with respect to contributed property shall be determined without regard to any portion of the property’s basis that is attributable to pre-contribution expenditures by a Member that were capitalized by the Member under Code sections 616(b), 59(e) and any items related thereto 291(b). (e) In accordance with Regulations Section 1.704-1(b)(4)(iii), excess percentage depletion deductions with respect to depletable property shall be allocated to the Members pro rata in accordance with the allocation of gross income from the property from which such deductions are derived. The term “excess percentage depletion” shall mean the excess, if any, of deductions for percentage depletion as determined by for tax purposes over the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share Carrying Value of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Memberdepletable property. (f) Allocations pursuant to this Section 5.05 3.4 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, Distributions distributions or other Company partnership items pursuant to any provision of this the Agreement.

Tax Allocations. (a) The Except as provided in Section 5.05(b), Section 5.05(c) and Section 5.05(d), the income, gains, losses, deductions and credits of the Company will shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will shall be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction of the Company with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any asset of the Company asset is adjusted pursuant to Section 5.01(b5.01(a), including adjustments to the Book Value of any asset of the Company in connection with the execution of this Agreement or pursuant to Section 3.03(c), 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion determined pursuant to any proper method, as reasonably determined by the Units held by such MemberManager. (f) In the event any Common Units issued pursuant to Section 3.10(c) are subsequently forfeited, the Company may make forfeiture allocations with respect to such Common Units in the Taxable Year of such forfeiture in accordance with the principles of proposed Treasury Regulations Section 1.704-1(b)(4)(xii)(c), taking into account any amendments thereto and any temporary or final Treasury Regulations issued pursuant thereto. Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other items of the Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The Company shall, except to the extent such item is subject to allocation pursuant to Section 4.4(b) below, allocate each item of income, gainsgain, losses, deductions loss deduction and credits of the Company will be allocated, credit as determined for federal, state federal and local other income tax purposespurposes (a “Tax Item”), among to 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 extent permitted by under the Code or other applicable Lawand Regulations, in the Company’s subsequent income, gains, losses, deductions and credits will be same manner as such item was allocated among the Members so as for Capital Account purposes pursuant to reflect as nearly as possible the allocation set forth herein in computing their Capital AccountsSection 4.3. (b) In accordance with Code Section 704(c) and the Regulations thereunder, the Tax Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall or any other property whose value is reflected on the books of the Company used to calculate the balances in the Capital Accounts at a value that differs from the adjusted tax basis of such property shall, solely for tax purposes, be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, value of such property as described reflected on the books of the Company used to calculate the balances in Treasury Regulations the Capital Accounts under any method set forth in Regulation Section 1.704-3(b). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b)3, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account Board. Notwithstanding the principles of Treasury Regulation above, the Company shall use the “traditional method” (and shall not use the “traditional method with curative allocations” as described in Section 1.704-1(b)(4)(ii). (e3(c) For purposes of determining a Member’s pro rata share of the Company’s Regulations or the “excess nonrecourse liabilitiesremedial method” within as described in Section 1.704-3(d) of the meaning of Treasury Regulation Regulations, except with Special Board Approval) with respect to any “reverse Section 1.752-3(a)(3704(c), each Member’s interest in income and gain shall ” allocations required to be in proportion made to the Members in connection with the issuance of the Class A Preferred Units held by such Member. (f) the Company on or before the Effective Date, the issuance of the Class B Preferred Units by the Company on or before the Effective Date, the issuance of the Class C-1 Preferred Units on or before the Effective Date, the issuance of Class C-2 Preferred Units on or before the Effective Date, the issuance of Class C-3 Preferred Units as of the Class C-3 Original Issue Date or the issuance of Class D Preferred Units. Allocations pursuant to this Section 5.05 are solely for purposes of federal, state and local taxes and 4.4(b) shall not affect, or in any way be taken into account in computing, any Member’s Capital Account Account. (c) If during any taxable year of the Company, there is any change in any Member’s interest in the Company (including, without limitation, any change in a Member’s ownership of Units in a conversion, sale, assignment or other transfer), then each Member’s distributive share of Profitsany item of Company income, Lossesgain, Distributions loss, deduction or other Company items pursuant to credit for such year shall be determined in accordance with Section 706 of the Code and the Regulations thereunder using any provision of this Agreementreasonable method selected by the Board.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company Partnership will be allocated, for federal, U.S. federal (and applicable state and local local) income tax purposes, among the Members Partners in accordance with the allocation of such income, gains, losses, deductions and credits among the Members Partners for computing their Capital Accounts; provided provided, that if any such allocation is not permitted by the Code or other applicable Law, the CompanyPartnership’s subsequent income, gains, losses, deductions and credits will be allocated among the Members Partners so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company Partnership taxable income, gain, loss loss, deduction and deduction depletion with respect to any property contributed to the capital of the Company Partnership shall be allocated among the Members Partners in accordance with Code Section 704(c) 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 Book Value using the “traditional allocation method”, as described in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any Company Partnership asset is adjusted pursuant to Section 5.01(b), 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) using in the traditional methodmanner determined in good faith by the General Partner. (d) If, as described a result of an exercise of a noncompensatory option to acquire an interest in the Partnership, a Capital Account reallocation is required under Treasury Regulations Section 1.704-3(b1(b)(2)(iv)(s)(3), the Partnership shall make corrective allocations pursuant to Treasury Regulations Section 1.704-1(b)(4)(x). (de) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members Partners pro rata as determined by the Manager General Partner taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (ef) For purposes of determining a MemberPartner’s pro rata share of the CompanyPartnership’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Regulations Section 1.752-3(a)(3), each MemberPartner’s interest in income and gain shall be in proportion to the Units held by such Memberits Percentage Interest. (fg) Cost and percentage depletion deductions with respect each Depletable Property shall be computed separately by the Partners rather than the Partnership. For purposes of such computations, the U.S. federal income tax basis of each Depletable Property shall be allocated to each Partner in accordance with such Partner’s Percentage Interest as of the time such Depletable Property is acquired by the Partnership, and shall be reallocated among the Partners in accordance with such Partner’s Percentage Interest as determined immediately following the occurrence of an event giving rise to an adjustment to the Book Values of the Partnership’s Depletable Properties pursuant to the definition of Book Value (or at the time of any material additions to the U.S. federal income tax basis of such Depletable Property). Such allocations are intended to be applied in accordance with the “partners’ interests in partnership capital” under Code Section 613A(c)(7)(D); provided that the Partners understand and agree that the General Partner may authorize special allocations of tax basis, income, gain, deduction or loss, as computed for U.S. federal income tax purposes, in order to eliminate differences between Simulated Basis and adjusted U.S. federal income tax basis with respect to Depletable Properties, in such manner as determined consistent with the principles of Code Section 704(c), the Treasury Regulations thereunder, and the portions of the Treasury Regulations under Code Section 704(b) that apply the principles of Code Section 704(c), using the “traditional allocation method,” as described in Treasury Regulations Section 1.704-3(b). For the purposes of applying Code Section 704(c) to Depletable Properties (i) the amount by which any Partner’s Capital Account is adjusted for Simulated Depletion shall be treated as an amount of book depletion allocated to such Partner and (ii) the amount of cost depletion computed by such Partner under Code Section 613A(c)(7)(D) shall be treated as an amount of tax depletion allocated to such Partner. (h) For purposes of the separate computation of gain or loss by each Partner on a taxable disposition of Depletable Property, the amount realized from such disposition shall be allocated (i) first, to the Partners in an amount equal to the Simulated Basis in such Depletable Property and in the same proportion as their shares thereof were allocated and (ii) second, any remaining amount realized shall be allocated consistent with the allocation of Simulated Gains; provided, however, that the Partners understand and agree that the General Partner may authorize special allocations of tax basis, income, gain, deduction or loss, as computed for U.S. federal income tax purposes, in order to eliminate differences between Simulated Basis and adjusted U.S. federal income tax basis with respect to Depletable Properties, in such manner as determined by the General Partner consistent with the principles of Code Section 704(c), the Treasury Regulations thereunder, and the portions of the Treasury Regulations under Code Section 704(b) that apply the principles of Code Section 704(c), using the “traditional allocation method,” as described in Treasury Regulations Section 1.704-3(b). The provisions of this Section 5.05(h) and the other provisions of this Agreement relating to allocations under Code Section 613A(c)(7)(D) are intended to comply with Treasury Regulations Section 1.704-1(b)(4)(v) and shall be interpreted and applied in a manner consistent with such Treasury Regulations. (i) Each Partner shall, in a manner consistent with this Article V, separately keep records of its share of the adjusted tax basis in each Depletable Property, adjust such share of the adjusted tax basis for any cost or percentage depletion allowable with respect to such property and use such adjusted tax basis in the computation of its cost depletion or in the computation of its gain or loss on the disposition of such property by the Partnership. Upon the request of the Partnership, each Partner may advise the Partnership of its adjusted tax basis in each Depletable Property and any depletion computed with respect thereto, both as computed in accordance with the provisions of this subsection. The Partnership may rely on such information and, if it is not provided by the Partner, may make such reasonable assumptions as it shall determine with respect thereto. (j) Allocations pursuant to this Section 5.05 5.04 are solely for purposes of federal, U.S. federal (and applicable state and local local) income taxes and shall not affect, or in any way be taken into account in computing, any MemberPartner’s Capital Account or share of Profits, Losses, Distributions or other Company Partnership items pursuant to any provision of this Agreement.

Tax Allocations. (a) The For each Fiscal Year, items of income, gainsdeduction, lossesgain, deductions and credits of the Company will loss or credit shall be allocated, allocated for federal, state and local income tax purposes, 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 Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so manner as to reflect equitably amounts credited or debited to each Member’s Capital Account for the current and prior fiscal years (or relevant portions thereof). Allocations under this Section 5.9 shall be made pursuant to the principles of Sections 704(b) and 704(c) of the Code, and in conformity with Treasury Regulations Sections 1.704-1(b)(2)(iv)(f), 1.704-1(b)(4)(i) and 1.704-3(e) promulgated thereunder, as nearly applicable, or the successor provisions to such Sections and Regulations. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Members such gains or income as possible shall be necessary to satisfy the allocation set forth herein “qualified income offset” requirements of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). The Manager shall make all allocations taking into account the Members’ Capital Accounts on the first day of the fiscal year and distributive shares of Net Profit, Net Loss and special allocations for such year, any entry of new Members, any Distributions by the Master Portfolio, and the difference between income for tax purposes and profitability for Master Portfolio purposes so as to, as closely as reasonably possible, have the tax allocations correspond to the allocations made for “book purposes” under this Agreement. In the sole discretion of the Manager, the Master Portfolio may aggregate realized gains and losses for this purpose in computing their Capital Accountsany manner permitted by Treas. Reg. § 1.704-3. (b) Items of Company taxable In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss loss, and deduction with respect to any property contributed to the capital of the Company shall Master Portfolio shall, solely for tax purposes, be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company Master Portfolio for federal income tax purposes and its Book Value using the traditional methodfair market value of such property credited to the Capital Account of the contributing Member. In the event that the fair market value of Master Portfolio property varies from the Master Portfolio’s adjusted tax basis at the time of admission of a new Member, as described in Treasury Regulations Section 1.704-3(b). (c) If the Book Value withdrawal of any Company asset is adjusted pursuant to Section 5.01(b)a Member, or contribution of additional Capital, subsequent tax 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 its Book Value such fair market value in the same manner as under Code Section 704(c) using and the traditional method, as described in Treasury Regulations Section 1.704-3(b)thereunder. (dc) Allocations If any Member shall partially or completely withdraw from the Master Portfolio under any provision of tax credits, tax credit recapturethis Agreement as of the end of an Fiscal Period (including by reason of death or due to repurchase by the Master Portfolio), and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by if such Member. (f) Allocations pursuant to this Section 5.05 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account as of the end of that Fiscal Period (after taking into account any allocations and other adjustments under this agreement, other than the withdrawal itself, through the end of such Fiscal Period) differs from its adjusted income tax basis in its withdrawn portion of the Capital Account in the Master Portfolio, then, for income tax purposes, the Manager shall have the discretion to make a supplemental allocation of the Master Portfolio’s items of taxable income and gain (if such Capital Account exceeds tax basis) or share of Profits, Losses, Distributions loss and deduction (if tax basis exceeds such Capital Account) for such Fiscal Period to the withdrawing Member in an amount not to exceed the amount necessary to equalize such Capital Account and income tax basis immediately after such allocation but before the withdrawal or other Company items pursuant otherwise reduce any discrepancy between amounts previously allocated to any provision of this Agreementsuch Member’s Capital Account and amounts previously allocated to such Member for federal income tax purposes.

Tax Allocations. (a) The Except as provided in Sections 6.3(b), (c) and (d), the income, gains, losses, deductions and credits of the Company Partnership will be allocated, for federal, state and local income tax purposes, among the Members Partners in accordance with the allocation of such income, gains, losses, deductions and credits among the Members Partners for computing their Capital Accounts; provided that except that, if any such allocation is not permitted by the Code or other applicable Lawlaw, the CompanyPartnership’s subsequent income, gains, losses, deductions and credits will be allocated among the Members Partners so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company Partnership taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company Partnership shall be allocated among the Members Partners in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company Partnership for federal income tax purposes and its Book Value using Value. In making allocations pursuant to this Section 6.3(b), the traditional methodGeneral Partner shall apply, as described in its sole discretion, any method that may be permitted under Treasury Regulations Section 1.704-3(b)3. (c) If the Book Value of any Company Partnership asset is adjusted pursuant to the requirements of Treasury Regulation Section 5.01(b1.704‑1(b)(2)(iv)(e) or (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 federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata Partners according to their interests in such items as determined by the Manager General Partner taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii1.704‑1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 6.3 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any MemberPartner’s Capital Account or share of Profits, Losses, Distributions distributions or other Company Partnership items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction of the Company with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b), unless otherwise determined and agreed to among the Company and the Members. (c) If the Book Value of any asset of the Company asset is adjusted pursuant to Section 5.01(b), including adjustments to the Book Value of any asset of the Company in connection with the execution of this Agreement, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be determined pursuant to any proper method, as reasonably determined by the Manager; provided, that each year the Manager shall use its reasonable best efforts (using in proportion all instances any proper method, including without limitation the “additional method” described in Treasury Regulation Section 1.752-3(a)(3)) to allocate a sufficient amount of the excess nonrecourse liabilities to those Members who would have at the end of the applicable Taxable Year, but for such allocation, taxable income due to the Units held by deemed distribution of money to such Member pursuant to Section 752(b) of the Code that is in excess of such Member’s adjusted tax basis in its Units. (f) In the event any Class A Common Units issued pursuant to Section 3.10, are subsequently forfeited, the Company may make forfeiture allocations with respect to such Class A Common Units in the Taxable Year of such forfeiture in accordance with the principles of proposed Treasury Regulations Section 1.704-1(b)(4)(xii)(c), taking into account any amendments thereto and any temporary or final Treasury Regulations issued pursuant thereto. (g) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other items of the Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for U.S. federal, 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 Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using any reasonable method as determined in the traditional method, as described in sole discretion of the Manager taking into account the principles of Treasury Regulations Section section 1.704-3(b), provided, however, that the Class B Unitholders shall not be allocated any amount of taxable income or gain in excess of the accrued Class B Preferred Return Amount, pursuant to the proviso of Section 5.02. (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), 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 its Book Value in the same manner as under Code Section 704(c) using any reasonable method as determined in the traditional method, as described in sole discretion of the Manager taking into account the principles of Treasury Regulations Section section 1.704-3(b), provided, however, that the Class B Unitholders shall not be allocated any amount of taxable income or gain in excess of the accrued Class B Preferred Return Amount, pursuant to the proviso of Section 5.02. (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members Class A Unitholders pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section Regulations section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section Regulations section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member, provided, however, that the “excess nonrecourse liabilities” shall be allocated among the Class A Unitholders, except to the extent that an allocation of “excess nonrecourse liabilities” from a Class B Unitholder (prior to the Recapitalization) to Class A Unitholder (after the Recapitalization) results in the recognition of any income or gain for any Class B Unitholders, the Manager is authorized to allocate the “excess nonrecourse liabilities” using any method permitted under the applicable Treasury Regulations to minimize and eliminate the gain or income recognition by any Class B Unitholder. (f) Allocations pursuant to this Section 5.05 5.04 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using such methods as determined by the traditional method, as described in Treasury Regulations Section 1.704-3(b).Company from time to time.. (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), including adjustments to the Book Value of any Company asset in connection with the execution of this Agreement, 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 its Book Value in using such methods as determined by the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Company from time to time. (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Regulations Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion determined pursuant to any proper method, as reasonably determined by the Units held by such MemberManager. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The Except as provided in Sections 4.4(b), (c) and (d), Net Profits and Net Losses (and, to the extent necessary, individual items of income, gains, losses, deductions and credits credits) of the Company will be allocated, for federal, state and local income tax purposes, among the Members holders of Units in accordance with the allocation of such income, gains, losses, deductions and credits among the Members holders of Units for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accountsbook purposes. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members holders of Units in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using such method or methods determined by the Managing Member to be appropriate and in accordance with the applicable Treasury Regulations; provided, that the Managing Member will use the “traditional methodmethod with curative allocations,” with the curative allocations applied only to sale gain, under Treasury Regulations Section 1.704-3(c) in respect of section 197 intangibles (as defined in Section 197(d) of the Code) that are subject to reverse Section 704(c) allocations as a result of the Recapitalization described in Section 3.1(b)(i) and the contribution of cash by PubCo at the time of the IPO, and in respect of revaluations of such property following the IPO, with such curative allocations limited to gain from the sale of such section 197 intangibles as described in Treasury Regulations Section 1.704-3(b3(c)(3)(iii)(B). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b)3.3, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata holders of Units according to their interests in such items as determined by the Manager Managing Member taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 4.4 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Memberholder’s Capital Account or share of Profitsbook income, Lossesgain, Distributions loss or deduction, distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The All income, gains, losses, deductions and credits of the Company will Partnership shall be allocated, for federal, state and local income tax purposes, among the Members Partners in accordance with the allocation of such income, gains, losses, deductions and credits among the Members Partners for computing their Capital Accounts; provided , except that if any such allocation for tax purposes is not permitted by the Code or other applicable Lawlaw, the CompanyPartnership’s subsequent income, gains, losses, deductions and credits will shall be allocated among the Members Partners for tax purposes, to the extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. Each item of income, gain, loss, deduction and credit realized by the Partnership in any taxable year shall be allocated pro rata to the Partners according to the amount of Profit or Loss, as the case may be, allocated to them in such year. (b) Items of Company Partnership taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company Partnership shall be allocated among the Members Partners in accordance with Code Section 704(c) and the traditional method of Treasury Regulation Section 1.704-3(b), or such other method elected by the Board, so as to take account of any variation between the adjusted basis of such property to the Company Partnership for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company asset Partnership property is adjusted pursuant to Section 5.01(b6.2(a)(iv), subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset property shall take account of any variation between the adjusted basis of such asset property for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax creditscredit, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata Partners according to their interests in such items as determined by the Manager Board taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 8.4 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any MemberPartner’s Capital Account or share of Profits, Losses, Distributions distributions or other Company items pursuant to any provision provisions of this Agreement.

Tax Allocations. (a) The 6.3.1 Subject to §§ 6.3.2, 6.3.3 and 6.3.4, all income, gains, losses, losses and deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, shall be allocated among the Members in accordance with the allocation of such book income, gains, losses, losses and deductions and credits among the Members for computing their Capital Accounts; provided pursuant to §§ 6.1 and 6.2, except that if any such allocation for tax purposes is not permitted by the Code or other applicable Applicable Law, the Company’s subsequent income, gains, losses, losses and deductions and credits will shall be allocated among the Members for tax purposes, to the extent permitted by the Code and other Applicable Law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accountsherein. (b6.3.2 In accordance with Code Section 704(c) Items of Company taxable and the related Treasury Regulations, income, gain, loss loss, and deduction with respect to any property contributed to the capital of the Company shall shall, solely for tax purposes, be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (c) Value. If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b)§ 1.1.14.2, subsequent allocations of items of taxable income, gain, loss loss, and deduction deductions 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) using and the traditional method, as described related Treasury Regulations. Any elections or other decisions relating to allocations pursuant to this § 6.3 shall be made by the Board in Treasury Regulations Section 1.704-3(b)any manner that reasonably reflects the purpose and intention of this Agreement. (d) 6.3.3 Allocations of tax creditscredit, tax credit recapture, recapture and any items related thereto shall be allocated to the Members pro rata according to their interests in such items as determined by the Manager Board taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) 6.3.4 Allocations pursuant to this Section 5.05 § 6.3 are solely for purposes of 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 ProfitsNet Income, Net Losses, Distributions or other Company items pursuant to any provision provisions of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction of the Company with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any asset of the Company asset is adjusted pursuant to Section 5.01(b5.01(a), including adjustments to the Book Value of any asset of the Company in connection with the execution of this Agreement, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Regulations Section 1.752-3(a)(3), each Member’s interest in income and gain shall be determined pursuant to any proper method, as reasonably determined by the Manager; provided, that each year the Manager shall use its reasonable best efforts (using in proportion all instances any proper method permitted under applicable Law, including without limitation the “additional method” described in Treasury Regulations Section 1.752-3(a)(3)) to allocate a sufficient amount of the excess nonrecourse liabilities to those Members who would have at the end of the applicable Taxable Year, but for such allocation, taxable income due to the Units held by deemed distribution of money to such Member pursuant to Section 752(b) of the Code that is in excess of such Member’s adjusted tax basis in its Units; provided, further, that with respect to any of the Company’s “excess nonrecourse liabilities” that arise after the Effective Time, the Manager shall not be required to allocate “excess nonrecourse liabilities” in the manner described in the preceding proviso to the extent that the Manager determines in its sole discretion made in good faith that such allocation would reasonably be expected to have a material adverse impact on the Corporation (for this purpose, any such allocation that results in the Corporation having a lower tax basis in its interests in the Company but that does not otherwise cause the Corporation to have taxable income in the applicable Taxable Year in excess of the taxable income it otherwise would have been expected to have in such Taxable Year (including as a result of an actual or deemed distribution made to the Corporation in such Taxable Year) utilizing a different permissible allocation of “excess nonrecourse liabilities” shall not be considered a material adverse impact). (f) If, as a result of an exercise of a noncompensatory option (including the Warrants) 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). If, pursuant to Section 5.03(f), the Manager causes a Capital Account reallocation in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Manager shall make corrective allocations in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(4)(x). (g) In the event any Common Units issued pursuant to Section 3.10(c) are subsequently forfeited, the Company may make forfeiture allocations with respect to such Common Units in the Taxable Year of such forfeiture in accordance with the principles of proposed Treasury Regulations Section 1.704-1(b)(4)(xii)(c), taking into account any amendments thereto and any temporary or final Treasury Regulations issued pursuant thereto. (h) Allocations pursuant to this Section 5.05 are solely for purposes of federal, state and local income 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, Distributions or other items of the Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company Partnership will be allocated, for federal, state and local income tax purposes, among the Members Partners and Assignees in accordance with the allocation of such income, gains, losses, deductions and credits among the Members Partners and Assignees for computing their Capital Accounts; provided except that if any such allocation is not permitted by the Code or other applicable Lawlaw, the Company’s Partnership's subsequent income, gains, losses, deductions and credits will be allocated among the Members Partners and Assignees so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company Partnership taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company Partnership shall be allocated among the Members Partners and Assignees in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company Partnership for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company Partnership asset is adjusted pursuant to the requirements of Treasury Regulation Section 5.01(b), 1.704-1(b)(2)(iv)(e) or (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 federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata Partners and Assignees according to their Interests in such items as determined by the Manager General Partner taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 4.4 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Partner's Capital Account or share of Profits, Losses, Distributions or other Company Partnership items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items Except as otherwise agreed by the Company and the affected Member (or, in the case of a “reverse 704(c) allocation,” all affected Members), items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described method (without curative allocations) set forth in Treasury Regulations Section 1.704-3(b). (c) If Except as otherwise agreed by the Company and the affected Member (or, in the case of a “reverse 704(c) allocation,” all affected Members), if the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), including adjustments to the Book Value of any Company asset in connection with the execution of this Agreement, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described method (without curative allocations) set forth in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Memberdetermined based on their Percentage Interests. (f) Allocations pursuant to this Section 5.05 (other than Section 5.05(e)) are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The Except as otherwise provided in the remainder of this Section 5.05, the income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Each Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain ) shall be in proportion to determined under any reasonable method selected by the Units held by such MemberManager. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local For federal income tax purposes, among the Members except as otherwise provided in accordance with the allocation this Section 6.03, each item of such income, gainsgain, losses, deductions loss and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will deduction shall be allocated among the Members so in the same manner as its corresponding item of book income, gain, loss or deduction is allocated pursuant to reflect as nearly as possible the allocation set forth herein in computing their Capital Accountsthis Article 6. (b) Items In accordance with Sections 704(b) and 704(c) of Company taxable the Code and the Regulations thereunder, income, gain, loss and deduction with respect to any property Company asset contributed to the capital of the Company shall shall, solely for federal income tax purposes, be allocated among the Members in accordance with Code Section 704(c) so as to take into account of any variation between the adjusted basis of such property to the Company asset for federal income tax purposes and its Book Value upon its contribution, using such permissible method as the traditional method, as described in Treasury Regulations Section 1.704-3(b). (c) Manager shall determine. If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b)adjusted, subsequent allocations of items of taxable income, gain, loss and deduction with respect to such Company asset shall take account of any variation between the adjusted basis of such Company asset for federal income tax purposes and its the Book Value of such Company asset in the manner prescribed under Code Sections 704(b) and 704(c) and the Regulations thereunder. (c) 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 Members for federal income tax purposes pursuant to this Section 6.03, any items of income and gain required to be recognized as ordinary income under Code Section 1245 or as “unrecaptured section 1250 gain” (as defined in Code Section 1(h)), shall be allocated among the Members, to the extent possible, in the same manner as proportion that the Members (or their predecessors) were allocated the tax depreciation deductions or basis deductions, directly or indirectly, giving rise to such treatment under Code Section 704(cSections 1(h) using the traditional method, as described in Treasury Regulations Section 1.704-3(b)and 1245. (d) Allocations If a Member acquires an Interest, redeems all or a portion of tax creditsits Interest or transfers an Interest during a taxable year, tax credit recapture, the Net Profits or Net Losses (and other items referred to in this Article 6) attributable to any items related thereto such Interest for such taxable year shall be allocated to between the Members pro rata transferor and the transferee by closing the books of the Company as determined of the date of the transfer, or by any other method permitted under Section 706 of the Code and the Regulations thereunder that is selected by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii)Partnership Representative. (e) For purposes The provisions of determining a Member’s pro rata share this Article 6 (and other related provisions in this Agreement) pertaining to the allocation of the Company’s “excess nonrecourse liabilities” within the meaning items of Treasury Regulation Section 1.752-3(a)(3)Company income, each Member’s interest in income gain, loss, deductions, and gain credits shall be in proportion interpreted consistently with the Regulations, and to the Units held by extent unintentionally inconsistent with such MemberRegulations, shall be deemed to be modified to the extent necessary to make such provisions consistent with the Regulations. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The All income, gains, losses, deductions and credits of the Company will shall be allocated, for federal, state and local income tax purposes, among the Members Unitholders in accordance with the allocation of such income, gains, losses, deductions and credits among the Members Unitholders for computing their Capital Accounts; provided , except that if any such allocation for tax purposes is not permitted by the Code or other applicable Lawlaw, the Company’s subsequent income, gains, losses, deductions and credits will shall be allocated among the Members Unitholders for tax purposes, to the extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members Unitholders in accordance with Code Section 704(c) and the traditional method of Treasury Regulation Section 1.704-3(b), or such other method elected by the Tax Matters Partner, so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company asset property is adjusted pursuant to Section 5.01(b)clause (b) of the definition of “Book Value”, subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset property shall take account of any variation between the adjusted basis of such asset property for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax creditscredit, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata Unitholders according to their interests in such items as determined by the Manager Board taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 8.4 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any MemberUnitholder’s Capital Account or share of Profits, Losses, Distributions distributions or other Company items pursuant to any provision provisions of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction of the Company with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any asset of the Company asset is adjusted pursuant to Section 5.01(b5.01(a), including adjustments to the Book Value of any asset of the Company in connection with the execution of this Agreement, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Regulations Section 1.752-3(a)(3), each Member’s interest in income and gain shall be determined pursuant to any proper method, as reasonably determined by the Manager; provided, that each year the Manager shall use its reasonable best efforts (using in proportion all instances any proper method permitted under applicable Law, including without limitation the “additional method” described in Treasury Regulations Section 1.752-3(a)(3)) to allocate a sufficient amount of the excess nonrecourse liabilities to those Members who would have at the end of the applicable Taxable Year, but for such allocation, taxable income due to the Units held by deemed distribution of money to such Member pursuant to Section 752(b) of the Code that is in excess of such Member’s adjusted tax basis in its Units; provided, further, that with respect to any of the Company’s “excess nonrecourse liabilities” that arise after the Effective Time, the Manager shall not be required to allocate “excess nonrecourse liabilities” in the manner described in the preceding proviso to the extent that the Manager determines in its sole discretion made in good faith that such allocation would reasonably be expected to have a material adverse impact on the Corporation (for this purpose, any such allocation that results in the Corporation having a lower tax basis in its interests in the Company but that does not otherwise cause the Corporation to have taxable income in the applicable Taxable Year in excess of the taxable income it otherwise would have been expected to have in such Taxable Year (including as a result of an actual or deemed distribution made to the Corporation in such Taxable Year) utilizing a different permissible allocation of “excess nonrecourse liabilities” shall not be considered a material adverse impact). (f) If, as a result of an exercise of a noncompensatory option (including the Warrants) 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). (g) In the event any Common Units issued pursuant to Section 3.10(c) are subsequently forfeited, the Company may make forfeiture allocations with respect to such Common Units in the Taxable Year of such forfeiture in accordance with the principles of proposed Treasury Regulations Section 1.704-1(b)(4)(xii)(c), taking into account any amendments thereto and any temporary or final Treasury Regulations issued pursuant thereto. (h) Allocations pursuant to this Section 5.05 are solely for purposes of federal, state and local income 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, Distributions or other items of the Company items pursuant to any provision of this Agreement.

Tax Allocations. Except as otherwise provided in this Paragraph 3.6, items of taxable income, deduction, gain and loss shall be allocated in the same manner as the corresponding item is allocated for book purposes under Paragraphs 3.3, 3.4 and 3.5 of this Exhibit C of the corresponding item determined for Capital Account purposes. (a) The incomeRecapture of tax deductions arising out of a disposition of property shall, gains, losses, deductions and credits to the extent consistent with the allocations for tax purposes of the Company will gain or amount realized giving rise to such recapture, be allocated, for federal, state and local income tax purposes, among allocated to the Members in accordance with the allocation of such income, gains, losses, same proportions as the recaptured deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code were originally allocated or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accountsclaimed. (b) Items To the extent required by Section 704(c) of Company taxable the Code, income, gain, loss and deduction with respect to any property contributed to the capital of the Company by a Member shall be allocated shared among the both Members in accordance with Code Section 704(c) so as to take account of any the variation between the adjusted Company's basis for such property and the fair market value of such property at the time of contribution. The Members intend that Section 704(c) shall effect no allocations of tax items that are different from the allocations under Paragraphs 3.3, 3.4 and 3.5 of this Exhibit C of the corresponding items for Capital Account purposes; provided, that gain or loss on the sale of such property shall be allocated to the Company for federal income tax purposes and its Book Value using contributing Member to the traditional methodextent of built-in gain or loss, respectively, as described in Treasury Regulations determined under Treas. Reg. Section 1.704-3(b3(a). However, to the extent that allocations of other tax items are required pursuant to Section 704(c) of the Code to be made other than in accordance with the allocations under said Paragraphs 3.3, 3.4 and 3.5 of the corresponding items for Capital Account purposes, Section 704(c) shall be applied in accordance with the method available under Treas. Reg. Section 1.704-3 which most closely approximates the allocations set forth in said Paragraphs 3.3, 3.4 and 3.5. (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), subsequent allocations of items of taxable income, gain, loss and deduction Depletion deductions with respect to such asset contributed property shall take account be determined without regard to any portion of any variation between the adjusted property's basis of such asset for federal income tax purposes and its Book Value in the same manner as that is attributable to precontribution expenditures by Neutron Energy, Inc. that were capitalized under Code Section 704(cSections 616(b), 59(e) using and 291(b). Deductions attributable to precontribution expenditures by Neutron Energy, Inc. shall be calculated under such Code sections as if Neutron Energy, Inc. continued to own the traditional methoddepletable property to which such deductions are attributable, as described in Treasury Regulations Section 1.704-3(b).and such deductions shall be reported by the Company and allocated solely to Neutron Energy, Inc. (d) Allocations The Members understand the allocations of tax credits, tax credit recaptureitems set forth in this Paragraph 3.6, and any items related thereto shall be allocated agree to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii)report consistently with such allocations for federal and state tax purposes. (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The Subject to Section 5.03(b), Section 5.03(c), and Section 5.03(d), all income, gains, losses, and deductions and credits of the Company will shall be allocated, for federal, state state, and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, and deductions pursuant to Section 5.01 and credits among the Members for computing their Capital Accounts; provided Section 5.02, except that if any such allocation for tax purposes is not permitted by the Code or other applicable Applicable Law, the Company’s 's subsequent income, gains, losses, and deductions and credits will shall be allocated among the Members for tax purposes, to the extent permitted by the Code and other Applicable Law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital AccountsSection 5.01 and Section 5.02. (b) Items of Company taxable income, gain, loss loss, and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) and the traditional method with curative allocations of Treasury Regulations Section 1.704-3(c), so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company asset is adjusted pursuant to Treasury Regulations Section 5.01(b)1.704-1(b)(2)(iv)(f) as provided in clause (c) of the definition of Book Value, subsequent allocations of items of taxable income, gain, loss 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 Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax creditscredit, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata according to their interests in such items as determined by the Manager Members taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 5.03 are solely for purposes of federal, state state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s 's Capital Account or share of ProfitsNet Income, Net Losses, Distributions distributions, or other Company items pursuant to any provision provisions of this Agreement.

Tax Allocations. (a) The Except as otherwise provided in Section 5.05, the income, gains, losses, deductions and credits of the Company will be allocated, for U.S. federal, 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 Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction of the Company with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) 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 Book Value using any permissible method selected by the traditional method, as described in Treasury Regulations Section 1.704-3(b)Manager. (c) If the Book Value of any asset of the Company asset is adjusted pursuant to Section 5.01(b), including adjustments to the Book Value of any asset of the Company in connection with the execution of this Agreement, 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 its Book Value in using any permissible method selected by the same manner as under Manager; provided, that the Company shall use the “traditional method” with respect to any “reverse” Code Section 704(c) using layer created in connection with the traditional methodReorganization, as described in Treasury Regulations Section 1.704-3(b)Recapitalization or IPO. (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Regulations Section 1.752-3(a)(3), each Member’s interest in income and gain shall be determined pursuant to any proper method, as reasonably determined by the Manager; provided, that each year the Manager shall use its reasonable best efforts (using in proportion all instances any proper method permitted under applicable Law, including without limitation the “additional method” described in Treasury Regulations Section 1.752-3(a)(3)) to allocate a sufficient amount of the excess nonrecourse liabilities to those Members who would have at the end of the applicable Taxable Year, but for such allocation, taxable income due to the Units held by deemed distribution of money to such Member pursuant to Section 752(b) of the Code that is in excess of such Member’s adjusted tax basis in its Units. (f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury 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). If, pursuant to Section 5.03(f), the Manager causes a Capital Account reallocation in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Manager shall make corrective allocations in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(4)(x). (g) Allocations pursuant to this Section 5.05 are solely for purposes of U.S. federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, Distributions or other items of the Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The Except as otherwise provided by applicable tax law or in this Section 3.4, items of partnership taxable income, gainsgain, losses, deductions loss and credits of the Company will deduction shall be allocated, allocated for U.S. federal, state and local income tax purposes, among the Members in accordance with the allocation of same manner as such income, gains, losses, deductions and credits among the Members items are allocated for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accountsbook purposes under this Article 3. (b) Items In accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of Company taxable partnership income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall by a Member shall, solely for tax purposes, be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company Nevada JV for U.S. federal income tax purposes and its Book initial Carrying Value using any method permitted under Section 704(c) of the traditional methodCode and the Treasury Regulations thereunder, as described in Treasury Regulations determined by the Board; provided that the same method under Section 1.704-3(b)704(c) shall be used for all the properties contributed by the Members to Nevada JV unless the Members unanimously agree that a different method will apply to one or more contributed properties. (c) If the Book Carrying Value of any Company asset of Nevada JV is adjusted pursuant to Section 5.01(b)the clause (ii) of the definition of Carrying Value, subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset property shall take account of any variation between the adjusted basis of such asset for U.S. federal income tax purposes and its Book Carrying Value in the same manner as under Code Section 704(c) using of the traditional methodCode and the Treasury Regulations thereunder, as described determined by the Board in Treasury Regulations accordance with the principles of Section 1.704-3(b3.4(b). (d) Allocations Pursuant to the Implementation Agreement, the Members made Capital Contribution to the Nevada JV of depletable properties with respect to which the contributing Member has an adjusted tax creditsbasis that may consist in part of depletable expenditures and in part of expenditures capitalized under Code Sections 616(b), tax credit recapture291(b) and 59(e). Depletion deductions with respect to contributed property shall be determined without regard to any portion of the property’s basis that is attributable to pre-contribution expenditures by a Member that were capitalized by the Member under Code sections 616(b), 59(e) and any items related thereto 291(b). (e) In accordance with Regulations Section 1.704-1(b)(4)(iii), excess percentage depletion deductions with respect to depletable property shall be allocated to the Members pro rata in accordance with the allocation of gross income from the property from which such deductions are derived. The term “excess percentage depletion” shall mean the excess, if any, of deductions for percentage depletion as determined by for tax purposes over the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share Carrying Value of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Memberdepletable property. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction of the Company with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any asset of the Company asset is adjusted pursuant to Section 5.01(b), including adjustments to the Book Value of any asset of the Company in connection with the execution of this Agreement, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Regulations Section 1.752-3(a)(3), each Member’s interest in income and gain shall be determined pursuant to any proper method, as reasonably determined by the Manager; provided, that each year the Manager shall use its reasonable best efforts (using in proportion all instances any proper method permitted under applicable Law, including without limitation the “additional method” described in Treasury Regulations Section 1.752-3(a)(3)) to allocate a sufficient amount of the excess nonrecourse liabilities to those Members who would have at the end of the applicable Taxable Year, but for such allocation, taxable income due to the Units held by deemed distribution of money to such Member pursuant to Section 752(b) of the Code that is in excess of such Member’s adjusted tax basis in its Units. (f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury 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). If, pursuant to Section 5.03(f), the Manager causes a Capital Account reallocation in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Manager shall make corrective allocations in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(4)(x). (g) In the event any Common Units issued pursuant to Section 3.10(c) are subsequently forfeited, the Company may make forfeiture allocations with respect to such Common Units in the Taxable Year of such forfeiture in accordance with the principles of proposed Treasury Regulations Section 1.704-1(b)(4)(xii)(c), taking into account any amendments thereto and any temporary or final Treasury Regulations issued pursuant thereto. (h) Allocations pursuant to this Section 5.05 are solely for purposes of federal, state and local income 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, Distributions or other items of the Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The Subject to Section 5.03(b), Section 5.03(c), and Section 5.03(d), all income, gains, losses, and deductions and credits of the Company will Partnership shall be allocated, for federal, state state, and local income tax purposes, among the Members Partners in accordance with the allocation of such income, gains, losses, and deductions pursuant to Section 5.01 and credits among the Members for computing their Capital Accounts; provided Section 5.02, except that if any such allocation for tax purposes is not permitted by the Code or other applicable Applicable Law, the CompanyPartnership’s subsequent income, gains, losses, and deductions and credits will shall be allocated among the Members Partners for tax purposes, to the extent permitted by the Code and other Applicable Law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital AccountsSection 5.01 and Section 5.02. (b) Items of Company Partnership taxable income, gain, loss loss, and deduction with respect to any property contributed to the capital of the Company Partnership shall be allocated among the Members Partners in accordance with Code Section 704(c) and the traditional method with curative allocations of Treasury Regulations Section 1.704-3(c), so as to take account of any variation between the adjusted basis of such property to the Company Partnership for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company Partnership asset is adjusted pursuant to Treasury Regulations Section 5.01(b)1.704-1(b)(2)(iv)(f) as provided in clause (c) of the definition of Book Value in Section 1.01, subsequent allocations of items of taxable income, gain, loss 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 Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax creditscredit, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata Partners according to their interests in such items as determined by the Manager General Partner taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 5.03 are solely for purposes of federal, state state, and local taxes and shall not affect, or in any way be taken into account in computing, any MemberPartner’s Capital Account or share of ProfitsNet Income, Net Losses, Distributions distributions, or other Company items pursuant to any provision provisions of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company Partnership will be allocated, for federal, state and local income tax purposes, among the Members Unitholders in accordance with the allocation of such income, gains, losses, deductions and credits among the Members Unitholders for computing their Capital Accounts; provided except that if any such allocation is not permitted by the Code or other applicable Lawlaw, the Company’s Partnership's subsequent income, gains, losses, deductions and credits will be allocated among the Members Unitholders so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company Partnership taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company Partnership shall be allocated among the Members Unitholders in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company Partnership for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value.* (c) If the Book Value of any Company Partnership asset is adjusted pursuant to the requirements of Treasury Regulation Section 5.01(b), 1.704-1(b)(2)(iv)(e) or (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 federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata Unitholders according to their interests in such items as determined by the Manager General Partner taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share Any adjustment under Section 481(a) of the Company’s “excess nonrecourse liabilities” within Code attributable to the meaning Partnership's adoption of Treasury Regulation Section 1.752-3(a)(3)the accrual method of accounting for the taxable year ending December 31, each Member’s interest in income and gain 1998 shall be in proportion allocated solely to the Units held by such MemberXxxxxxx Iron & Metals Co. (or its successor). (f) Allocations pursuant to this Section 5.05 4.4 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Partner's Capital Account or share of Profits, Losses, Distributions or other Company Partnership items pursuant to any provision of this Agreement.

Tax Allocations. (a) The Except as provided in Sections 4.5(b), (c) and (d), the income, gains, losses, deductions deductions, and credits of the Company LLC will be allocated, for federal, state state, and local income tax purposes, among the Members Unitholders in accordance with the allocation of such income, gains, losses, deductions deductions, and credits among the Members Unitholders for computing their Capital Accounts; provided that except that, if any such allocation is not permitted by the Code or other applicable Lawlaw, then the CompanyLLC’s subsequent income, gains, losses, deductions deductions, and credits will be allocated among the Members Unitholders so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company LLC taxable income, gain, loss loss, and deduction with respect to any property contributed to the capital of the Company LLC shall be allocated among the Members Unitholders in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company LLC for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company LLC asset is adjusted pursuant to the requirements of Treasury Regulation Section 5.01(b), 1.704-1(b)(2)(iv)(e) or (f) subsequent allocations of items of taxable income, gain, loss 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 Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata Unitholders according to their interests in such items as determined by the Manager Board taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 4.5 are solely for purposes of federal, state state, and local taxes and shall not affect, or in any way be taken into account in computing, any MemberUnitholder’s Capital Account or share Unit of Profits, Losses, Distributions Distributions, or other Company LLC items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions Net Income and credits Net Losses for any taxable period of the Company will shall be allocatedallocated among the Members’ respective Capital Accounts in a manner as to cause the Capital Accounts of the Members (as adjusted through the end of the taxable period) to equal, for federalas nearly as possible, the amount such Members would receive in a hypothetical liquidation of the Company pursuant to Section 9.1(d)(iii). For U.S. federal (and applicable state and local local) income tax purposes, among the Members in accordance with the allocation each item of such Company income, gainsgain, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code loss or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will deduction shall be allocated among the Members so as to reflect as nearly as possible in the allocation set forth herein same manner and in computing their the same proportion that the corresponding book items have been allocated among the Members’ respective Capital Accounts. This provision is intended to comply with Treasury Regulation section 1.704-1(b) and shall be interpreted and applied in a manner consistent therewith (and in furtherance of the foregoing, this Agreement shall be deemed to include a qualified income offset and minimum gain chargeback as provided therein). The Managing Member shall be authorized to make appropriate amendments to the allocations of items pursuant to this Agreement (i) in order to comply with Section 704 of the Code or the Treasury Regulations thereunder or (ii) to allocate profits and losses (and items thereof) to those Members who bear the economic burden or benefit associated therewith, in each case, if advised by independent tax advisors that such action is required. (b) Items In accordance with Section 704(c) of Company taxable the Code and the Regulations thereunder, income, gain, loss loss, and deduction with respect to any property contributed (or deemed contributed for federal income tax purposes) to the capital of the Company Company, solely for tax purposes shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using fair market value at the traditional method, as described in time of contribution. If the book value of any asset of the Company is revalued pursuant to the Treasury Regulations promulgated under Section 1.704-3(b). (c704(c) If of the Book Value of any Company asset is adjusted pursuant to Section 5.01(b)Code, 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 its Book Value carrying value (as so revalued) in the same manner as under Code Section 704(c) using of the traditional method, as described in Code and the Treasury Regulations Section 1.704-3(b)thereunder. (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, U.S. federal and 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 Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the 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 Book Value using the traditional method, as described in Treasury Regulations Regulation Section 1.704-3(b). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), 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) of the Code using the traditional method, as described in Treasury Regulations Regulation Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, recapture and any items related thereto shall be allocated to the Members pro rata or as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 are solely for purposes of federal, U.S. federal and 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b5.1(b), 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 5.5 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The incomeSubject to Section ‎7.02‎(b), gains‎(c) and ‎(d), losses, deductions net income and credits net loss (and not items of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss loss, deduction, and deduction with respect credit) to any property contributed to the capital of the Company be allocated for income tax purposes shall be allocated among the Members on the same basis as the corresponding “book” items are allocated as provided in accordance with Section ‎7.01; provided however, that the tax items allocated to Members pursuant to this Section ‎7.02‎(a) shall not be reflected in the Capital Accounts of the Members. (b) If any assets of the Company are subject to Code Section 704(c) so as or reflected in the Capital Accounts of the Members at a book value that differs from the adjusted federal income tax basis of such property, then the tax items with respect to take such property shall be shared among the Members in a manner that takes account of any the variation between the adjusted federal income tax basis of such property to of the Company for federal income tax purposes and its Book Value using book value in accordance with the traditional methodrequirements of Code Section 704(c), as described in the Treasury Regulations thereunder, and Treasury Regulations Section 1.704-3(b1(b)(4)(i). (c) If the Book Value book value of any Company asset is adjusted pursuant to Section 5.01(b‎6.02(a), 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 its Book Value book value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata holders of Units according to their interests in such items as determined by the Manager Board of Managers taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 ‎7.02 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Memberholder’s Capital Account or share of Profitsbook income, Lossesgain, Distributions loss or deduction, distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The All income, gains, losses, deductions and credits of the Company will Partnership shall be allocated, for federal, state and local income tax purposes, among the Members Unitholders in accordance with the allocation of such income, gains, losses, deductions and credits among the Members Unitholders for computing their Capital Accounts; provided , except that if any such allocation for tax purposes is not permitted by the Code or other applicable Lawlaw, the Company’s Partnership's subsequent income, gains, losses, deductions and credits will shall be allocated among the Members Unitholders for tax purposes, to the extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company Partnership taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company Partnership shall be allocated among the Members Unitholders in accordance with Code Section 704(c) and the remedial method of Treasury Regulation Section 1.704-3(d), or such other method elected by the Tax Matters Partner and approved by Grande Holdings Investor, so as to take account of any variation between the adjusted basis of such property to the Company Partnership for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company asset Partnership property is adjusted pursuant to Section 5.01(b), clause (b) of the definition of “Book Value,” subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset property shall take account of any variation between the adjusted basis of such asset property for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax creditscredit, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata Unitholders according to their interests in such items as determined by the Manager General Partners taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 8.4 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Unitholder's Capital Account or share of Profits, Losses, Distributions distributions or other Company items pursuant to any provision provisions of this Agreement.

Tax Allocations. (a) The Except as otherwise provided in this Section 7.04, all income, gains, losses, deductions and credits of the Company will shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided , except that if any such allocation for tax purposes is not permitted by the Code or other applicable Lawlaw, the Company’s subsequent income, gains, losses, deductions and credits will shall be allocated among the Members for tax purposes, to the extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) and the Treasury Regulations promulgated and in effect thereunder (including Treasury Regulation Section 1.704-1(b)(4)(i)) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company asset property is adjusted pursuant to Section 5.01(b)clause (b) of the definition of Book Value, subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset property shall take account of any variation between the adjusted basis of such asset property for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) using the traditional method), as described in Treasury Regulations Section 1.704-3(b)determined by the Tax Matters Partner. (d) Allocations of tax creditscredit, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata according to their interests in such items as determined by the Manager Managing Member taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 7.04 are solely for purposes of 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, Distributions distributions or other Company items pursuant to any provision provisions of this Agreement.

Tax Allocations. (a) The Except as provided in this Section 4.4, each item of income, gainsgain, lossesloss, deductions deduction and credits credit of the Company will be allocated, for federal, state and local U.S. federal income tax purposespurposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under Section 4.2 and Section 4.3. (b) The Members recognize that there may be a difference between the Book Value of a Company asset and the asset’s adjusted tax basis at the time of the property’s contribution or revaluation pursuant to this Agreement. In such a case, all items of tax depreciation, cost recovery, depletion, amortization, and gain or loss with respect to such asset shall be allocated among the Members to take into account the disparities between the Book Values and the adjusted tax basis with respect to such properties in accordance with the traditional method described in Treasury Regulation Section 1.704-3(b); provided, however, that any tax items not required to be allocated under Code Sections 704(b) or 704(c) shall be allocated in the same manner as such gain or loss would be allocated for book purposes under Section 4.2 and Section 4.3. (c) All items of income, gain, loss, deduction and credit allocated to the Members in accordance with the allocation provisions hereof and basis allocations recognized by the Company for U.S. federal income tax purposes shall be determined without regard to any election under Code Section 754 which may be made by the Company; provided, however, such allocations, once made, shall be adjusted as necessary or appropriate to take into account the adjustments permitted by Code Sections 734 and 743. (d) Subject to Section 4.4(b), 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 Section 1(h)(1)(D), 1245 or 1250 (“Recapture Gain”), such Recapture Gain shall be allocated as follows: (i) First, to the Members in proportion to the lesser of each Member’s (A) allocable share of the total taxable gain recognized from the disposition of such incomeproperty and (B) share of depreciation or amortization with respect to such property (as determined in the manner provided under Treasury Regulations Sections 1.1245-1(e)(2) and (3)), gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any until each such allocation is not permitted by the Code or other applicable LawMember has been allocated Recapture Gain equal to such lesser amount. (ii) Second, the Company’s subsequent income, gains, losses, deductions and credits will balance of Recapture Gain shall be allocated among the Members so 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 Treasury Regulations Sections 1.1245-1(e)(2) and (3)), in proportion to reflect as nearly as possible their shares of total taxable gain (including Recapture Gain) from the allocation set forth herein disposition of such property; provided, however, that no Member shall be allocated Recapture Gain under this Section 4.4(d) in computing their Capital Accountsexcess of the total taxable gain otherwise allocated to such Member from such disposition. (biii) Items of Company taxable incomeUnless otherwise required by the Code, gain, loss and deduction with respect to any property contributed to the capital tax credits of the Company shall be allocated among the Members ratably based upon the number of Units held by each Holder. (e) Any recapture of tax credits shall be allocated among the Members in accordance with Code Section 704(c) so the same ratio as to take account of any variation between the adjusted basis of such property applicable tax credits were allocated to the Company for federal income tax purposes and its Book Value using the traditional methodMembers. (f) If, as described a result of an exercise of a Warrant to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulations Section 1.704-3(b1(b)(2)(iv)(s)(3). (c) If , the Book Value of any Company asset is adjusted shall make corrective allocations pursuant to Section 5.01(b), 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b1(b)(4)(x). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (eg) For purposes of determining a Member’s pro rata proportional share of the Company’s “excess nonrecourse non-recourse liabilities” within the meaning of Treasury Regulation Regulations Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (fh) If there is a change in any Member’s Percentage Interests during any Fiscal Year, the principles of Code Section 706(d) shall apply in allocating items of income, gain, loss, deduction and credit for such Fiscal Year to account for the variation. For purposes of applying Code Section 706(d), the Managing Member may adopt any method or convention permitted under applicable Treasury Regulations. (i) Allocations pursuant to this Section 5.05 4.4 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 Net Profits, Net Losses, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, losses and deductions and credits of the Company will shall be allocated, allocated for federal, state and local income tax purposes, purposes among the Members Unitholders in accordance with the allocation of such income, gains, losses, losses and deductions and credits among the Members Unitholders for purposes of computing their Capital Accounts; provided except that if any such allocation is not permitted by the Code or other applicable Lawlaw, then the Company’s subsequent income, gains, losses, losses and deductions and credits will for tax purposes shall be allocated among the Members Unitholders so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members Unitholders 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 federal income tax purposes and its Book Value Gross Asset Value, using the traditional “remedial method, as described in Treasury Regulations ” under Regulation Section 1.704-3(b3(d), unless otherwise agreed in writing by the Vestar Majority Holders. (c) If the Book Gross Asset Value of any Company asset is adjusted pursuant to the requirements of Regulations Section 5.01(b1.704-1(b)(2)(iv)(e) or (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 federal income tax purposes and its Book Gross Asset Value in the same manner as under Code Section 704(c) of the Code using such method or methods as the traditional method, as described in Treasury Regulations Section 1.704-3(b)Vestar Group Majority may direct. (d) Allocations In addition to the consent rights set forth in Section 6.10(b), the Vestar Group Majority shall have the sole and exclusive right to determine the method used by the Company or any of tax its Subsidiaries to make allocations pursuant to Section 704(c) of the Code (including any so-called “reverse” Section 704(c) allocations). (e) Tax credits, tax credit recapture, recapture and any items related thereto shall be allocated to the Members pro rata Unitholders according to their interests in such items as reasonably determined by the Manager Board of Managers taking into account the principles of Treasury Regulation Section Regulations Sections 1.704-1(b)(4)(ii) and 1.704-1T(b)(4)(xi). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 5.3 are solely for the purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any MemberUnitholder’s Capital Account or share of ProfitsIncome, LossesLoss, Distributions distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, losses and deductions and credits of the Company will shall be allocated, allocated for federal, state and local income tax purposes, purposes among the Members in accordance with the allocation of such income, gains, losses, losses and deductions and credits among the Members for purposes of computing their Capital Accounts; provided except that if any such allocation is not permitted by the Code or other applicable Lawlaw, then the Company’s subsequent income, gains, losses, losses and deductions and credits will for tax purposes shall be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Gross Asset Value using the traditional method, as such method or methods described in Treasury Regulations Section 1.704-3(b)3 as are selected by the Managing Member. (c) If the Book Gross Asset Value of any Company asset is adjusted pursuant to the requirements of Regulations Section 5.01(b1.704-1(b)(2)(iv)(e) or (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 federal income tax purposes and its Book Gross Asset Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax Tax credits, tax credit recapture, recapture and any items related thereto shall be allocated to the Members pro rata according to their interests in such items as reasonably determined by the Manager Managing Member taking into account the principles of Treasury Regulation Section Regulations Sections 1.704-1(b)(4)(ii) and 1.704-1T(b)(4)(xi). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 4.3 are solely for the purposes of 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 ProfitsIncome, LossesLoss, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for U.S. federal, 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 Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using any reasonable method as determined in the traditional method, as described in sole discretion of the Manager taking into account the principles of Treasury Regulations Section 1.704-section 1.704- 3(b). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), 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 its Book Value in the same manner as under Code Section 704(c) using any reasonable method as determined in the traditional method, as described in sole discretion of the Manager taking into account the principles of Treasury Regulations Section section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section Regulations section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section Regulations section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 5.04 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, losses and deductions and credits of the Company will shall be allocated, allocated for federal, state and local income tax purposes, purposes among the Members Unitholders in accordance with the allocation of such income, gains, losses, losses and deductions and credits among the Members Unitholders for purposes of computing their Capital Accounts; provided except that if any such allocation is not permitted by the Code or other applicable Lawlaw, then the Company’s subsequent income, gains, losses, losses and deductions and credits will for tax purposes shall be allocated among the Members Unitholders so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company prior to the Effective Time shall be allocated among the Members Unitholders in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Gross Asset Value using the traditional method, as method described in Treasury Regulations Section 1.704-3(c); provided, that the Company shall use the traditional method with curative allocations described in Regulations Section 1.704-3(c) with respect to some or all of the Company’s properties to the extent possible to maximize the allocation of Xxxxx Built-in Gain to JEDF (including through the allocation of depletable basis and deductions to Metalmark) without allocating an overall tax loss to Metalmark (and the Company shall use the traditional method described in Treasury Regulation Section 1.704-3(b) with respect to any Company property for which the traditional with curative allocations method is not utilized under the foregoing provisions). It is the intent of the parties to maximize, within permissible allocation schemes, the tax burden of the Xxxxx Built-in Gain allocable to JEDF without increasing the aggregate amount of tax distributions to be made by the Company. Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company after the Effective Time shall be allocated among the Unitholders in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Gross Asset Value using such method or methods described in Regulations Section 1.704-3 as are selected by the Managing Member. (c) If the Book Gross Asset Value of any Company asset is adjusted pursuant to the requirements of Regulations Section 5.01(b1.704-1(b)(2)(iv)(e) or (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 federal income tax purposes and its Book Gross Asset Value in the same manner as under Code Section 704(c) using ). If the traditional method, as described in Treasury Gross Asset Value of any Company assets is adjusted on or after the Effective Time pursuant to the requirements of Regulations Section 1.704-3(b1(b)(2)(iv)(e) or (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 federal income tax purposes and its Gross Asset Value using the traditional method with curative allocations described in Regulations Section 1.704 3(c), but limited to curative allocations of gain from the sale or other disposition of each such asset (and, for the avoidance of doubt, with no curative allocations for depreciation, amortization, or depletion with respect to each such asset). (d) Allocations of tax Tax credits, tax credit recapture, recapture and any items related thereto shall be allocated to the Members pro rata Unitholders according to their interests in such items as reasonably determined by the Manager Managing Member taking into account the principles of Treasury Regulation Section Regulations Sections 1.704-1(b)(4)(ii) and 1.704-1T(b)(4)(xi). (e) Depreciation, depletion, intangible drilling cost, and amortization recapture amounts under Sections 1245, 1250 or 1254 of the Code, if any, resulting from any sale or disposition of tangible or intangible depreciable, depletable, or amortizable property shall be allocated to the Unitholders in the same proportions that the depreciation, depletion, intangible drilling cost, or amortization being recaptured was allocated. (f) Cost and percentage depletion deductions with respect to, and any gain or loss on the sale or other disposition of, any property the production from which is or would be (in the case of nonproducing properties) subject to depletion shall be determined in a manner that is consistent with Section 613A(c)(7)(D) of the Code. For purposes of determining a Member’s pro rata share of making such determination, the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), adjusted tax basis in each Member’s interest in income and gain depletable property shall be allocated under Section 613A(c)(7)(D) of the Code among the Unitholders in proportion to the number of Units held by such Membereach of them. (fg) Allocations pursuant to this Section 5.05 5.3 are solely for the purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any MemberUnitholder’s Capital Account or share of ProfitsIncome, LossesLoss, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The Except as otherwise provided in the remainder of this Section 5.05, the income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii1.704‑1(b)(4)(ii). (e) For purposes of determining a Each Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain ) shall be in proportion to determined under any reasonable method selected by the Units held by such MemberManager. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The All income, gains, losses, deductions and credits of the Company will Partnership shall be allocated, for federal, state and local income tax purposes, among the Members Partners in accordance with the allocation of such income, gains, losses, deductions and credits among the Members Partners for computing their Capital Accounts; provided , except that if any such allocation for tax purposes is not permitted by the Code or other applicable Lawlaw, the CompanyPartnership’s subsequent income, gains, losses, deductions and credits will shall be allocated among the Members Partners for tax purposes, to the extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. Each item of income, gain, loss, deduction and credit realized by the Partnership in any taxable year shall be allocated pro rata to the Partners according to the amount of Profit or Loss, as the case may be, allocated to them in such year. (b) Items of Company Partnership taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company Partnership shall be allocated among the Members Partners in accordance with Code Section 704(c) and the traditional method of Treasury Regulation Section 1.704-3(b), or such other method elected by the Board, so as to take account of any variation between the adjusted basis of such property to the Company Partnership for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company asset Partnership property is adjusted pursuant to Section 5.01(b6.2(a)(iv), subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset property shall take account of any variation between the adjusted basis of such asset property for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax creditscredit, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata Partners according to their interests in such items as determined by the Manager Board taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 8.5 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any MemberPartner’s Capital Account or share of Profits, Losses, Distributions distributions or other Company items pursuant to any provision provisions of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local 3.5.3.1. For federal income tax purposes, among the Members except as otherwise provided in accordance with the allocation this Section 3.5.3, each item of such income, gainsgain, losses, deductions loss and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will deduction shall be allocated among the Members so in the same manner as its corresponding item of book income, gain, loss or deduction is allocated pursuant to reflect as nearly as possible the allocation set forth herein in computing their Capital Accountsthis Section 3.5. (b3.5.3.2. In accordance with Sections 704(b) Items and 704(c) of Company taxable the Code and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property Company asset contributed (or deemed contributed) to the capital of the Company shall shall, solely for federal income tax purposes, be allocated among the Members in accordance with Code Section 704(c) so as to take into account of any variation between the adjusted basis of such property to the Company asset for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(bBasis upon its contribution (or deemed contribution). (c) . If the Book Value Basis of any Company asset is adjusted pursuant to Section 5.01(b)adjusted, subsequent allocations of items of taxable income, gain, loss and deduction with respect to such Company asset shall take account of any variation between the adjusted basis of such Company asset for federal income tax purposes and its the Book Value Basis of such Company asset in the same manner as prescribed under Code Section Sections 704(b) and 704(c) using and the traditional method, as described in Treasury Regulations Section 1.704-3(b)thereunder. Any elections or decisions relating to such allocations shall be made by the Tax Matters Partner with the consent of the other Members. 3.5.3.3. If a Member acquires a Membership Interest, redeems all or a portion of its Membership Interest or transfers a Membership Interest during a taxable year, the Net Profit or Net Loss (dand other items referred to in Sections 3.5.1 and 3.5.2) Allocations of tax credits, tax credit recapture, and attributable to any items related thereto such Membership Interest for such taxable year shall be allocated between the transferor and the transferee by closing the books of the Company as of the date of the transfer, or by any other method permitted under Section 706 of the Code and the Treasury Regulations thereunder that is selected by the Tax Matters Partner with the consent of the other Members. 3.5.3.4. The provisions of this Section 3.5 (and other related provisions in this Agreement) pertaining to the Members pro rata as determined by the Manager taking into account the principles allocation of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes items of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3)Company income, each Member’s interest in income gain, loss, deductions, and gain credits shall be in proportion interpreted consistently with the Treasury Regulations, and to the Units held by extent unintentionally inconsistent with such MemberTreasury Regulations, shall be deemed to be modified to the extent necessary to make such provisions consistent with the Treasury Regulations. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (aA) The income, gains, losses, deductions and credits Allocations Under Section 704(c). In accordance with Section 704(c) of the Company will be allocatedCode and the Treasury Regulations thereunder, for federal, 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 Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall shall, solely for tax purposes, be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), 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 its initial Book Value in the same manner as under Code Section 704(c) Value. Such allocations shall be made using the traditional method, as described any reasonable method specified in Treasury Regulations Section 1.704-3(b3 as the Members determine by Unanimous Approval. In the event the Book Value of any Company asset is adjusted (other than in connection with any property contributed to the Company). (d, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take into account any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in a manner consistent with Section 704(c) Allocations of tax credits, tax credit recapture, the Code and any items related thereto the Treasury Regulations thereunder. Such allocation shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of made based on any reasonable method specified in Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of 3 as the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held Members determine by such Member. (f) Unanimous Approval. Allocations pursuant to this Section 5.05 are solely for purposes of federal, state and local taxes and 5.7 shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, Distributions other items or other Company items distributions pursuant to any provision provisions of this Agreement. (B) Except as provided in Section 5.7(A), for federal, state and local income tax purposes, each item of income, gain, loss or deduction shall be allocated among the Members in the same manner and in the same proportion that the corresponding book items have been allocated among the Members’ respective Capital Accounts. (C) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulation Section 1.752-3(a)(3), the Members’ interests in Company profits shall be deemed to be in proportion to their respective aggregate Capital Contributions (or in such other manner permitted under Treasury Regulations Section 1.752-3(a)(3), as determined by the Members by Unanimous Approval).

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that that, if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction of the Company with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using (i) the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b) with respect to any Person (other than the Corporation and its Subsidiaries) who is or was a Member on or prior to the Effective Date or (ii) except as provided in clause (i), any permissible method or methods selected in the discretion of the Manager. (c) If the Book Value of any asset of the Company asset is adjusted pursuant to Treasury Regulation Section 5.01(b1.704-1(b)(2)(iv)(e), (f) or (s), including adjustments to the Book Value of any asset of the Company in connection with the execution of this Agreement, 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 its Book Value in the same manner as under Code Section 704(cusing (i) using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b) with respect to any Person (other than the Corporation and its Subsidiaries) who is or was a Member on or prior to the Effective Date or (ii) except as provided in clause (i), any permissible method or methods selected in the discretion of the Manager. (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be determined pursuant to any proper method, as reasonably determined by the Manager; provided that, each year the Manager shall use its reasonable best efforts (using in proportion all instances any proper method, including the “additional method” described in Treasury Regulation Section 1.752-3(a)(3)) to allocate a sufficient amount of the excess nonrecourse liabilities to those Members who would have at the end of the applicable Taxable Year, but for such allocation, taxable income due to the Units held by deemed distribution of money to such Member pursuant to Section 752(b) of the Code that is in excess of such Member’s adjusted tax basis in its Units. (f) If, pursuant to Section 5.03(f), the Manager causes a Capital Account reallocation in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Manager shall make corrective allocations in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(4)(x). (g) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other items of the Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The Subject to Section 6.03(b) through Section 6.03(e), all income, gains, losses, losses and deductions and credits of the Company will shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, losses and deductions and credits among the Members for computing their Capital Accounts; provided , except that if any such allocation for federal income tax purposes is not permitted by the Code or other applicable Applicable Law, the Company’s subsequent income, gains, losses, losses and deductions and credits will shall be allocated among the Members for federal income tax purposes, to the extent permitted by the Code and other Applicable Law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) and any method permitted under Treasury Regulations Section 1.704-3(b), as determined by the Board, so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company asset is adjusted pursuant to Treasury Regulations Section 5.01(b)1.704-1(b)(2)(iv)(f) as provided in clause (c) of the definition of Book Value, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax creditscredit, tax credit recapture, recapture and any items related thereto shall be allocated to the Members pro rata according to their interests in such items as determined by the Manager Board taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of The Company shall make allocations pursuant to this Section 6.03 in accordance with the Company’s “excess nonrecourse liabilities” within the meaning of traditional method in accordance with Treasury Regulation Regulations Section 1.7521.704-3(a)(33(d), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 6.03 are solely for purposes of 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 ProfitsNet Income, Net Losses, Distributions Distributions, or other Company items pursuant to any provision provisions of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, U.S. federal and 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 Accountspursuant to Section 5.02 and Section 5.03; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital AccountsSection 5.02 and Section 5.03. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the 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 Book Value using the traditional method, as described methods permitted in Treasury Regulations Regulation Section 1.704-3(b3, as determined by the Manager with the written consent of Members holding a majority of the Class B Common Units (such consent not to be unreasonably withheld, conditioned or delayed). (c) If the Book Value of any Company asset is adjusted pursuant to Treasury Regulation Section 5.01(b1.704-1(b)(2)(iv)(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) of the Code using the traditional method, as described methods permitted in Treasury Regulations Regulation Section 1.704-3(b3, as determined by the Manager with the written consent of Members holding a majority of the Class B Common Units (such consent not to be unreasonably withheld, conditioned or delayed). (d) Allocations of tax credits, tax credit recapture, recapture and any items related thereto shall be allocated to the Members pro rata according to their interests in such items as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1.704- 1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the The Company’s “excess nonrecourse liabilities” within will first be allocated to the meaning Members that are the holders of the Class B Common Units as of immediately after the First A&R Effective Time up to the amount of built-in gain that is allocable to such Member pursuant to the additional method and then allocated to the Members in accordance with the Members’ share of partnership profits, in each case as described in Treasury Regulation Section 1.752-3(a)(3). Within sixty (60) calendar days after the fifth anniversary of the date on which the First A&R Effective Time occurred, the Manager and such Members shall consult in good faith to determine whether it would be appropriate to adopt an alternative method for the allocation of excess nonrecourse liabilities in accordance with Treasury Regulation Section 1.752-3(a)(3), each and shall take into account, for purposes of such determination, whether the use of any such alternative method would result in an material adverse Tax consequence to the Manager or such Member’s interest . To the extent agreed by the Manager and the Members entering into Rollover Agreements (as defined in income and gain the Merger Agreement) that own Class B Common Units at the time of such determination, such alternative method shall be in proportion to the Units held by such Memberadopted and applied hereunder. (f) Allocations pursuant to this Section 5.05 5.04 are solely for purposes of federal, U.S. federal and 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The Subject to Section 5.03(b), Section 5.03(c) and Section 5.03(d), all income, gains, losses, losses and deductions and credits of the Company will shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losseslosses and deductions pursuant to Section 5.01 and Section 5.02, deductions and credits among the Members for computing their Capital Accounts; provided except that if any such allocation for tax purposes is not permitted by the Code or other applicable Applicable Law, the Company’s 's subsequent income, gains, losses, losses and deductions and credits will shall be allocated among the Members for tax purposes, to the extent permitted by the Code and other Applicable Law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital AccountsSection 5.01 and Section 5.02. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b).with (c) If the Book Value of any Company asset is adjusted pursuant to Treasury Regulations Section 5.01(b)1.704-1(b)(2)(iv)(f) as provided in clause (c) of the definition of Book Value in Section 1.01, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax creditscredit, tax credit recapture, recapture and any items related thereto shall be allocated to the Members pro rata according to their interests in such items as determined by the Manager Managing Member taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii1(b) (4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 5.03 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s 's Capital Account or share of ProfitsNet Income, Net Losses, Distributions distributions or other Company items pursuant to any provision provisions of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local For income tax purposes, among the Members in accordance with the allocation all items of such income, gainsgain, lossesloss, deductions deduction and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will credit shall be allocated among the Members so as to reflect as nearly as possible in the allocation manner set forth herein in computing their Capital Accounts. Section 5.2; provided, however, that (ba) Items all items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital Company by a Member (or revalued pursuant to the last sentence of the Company Section 5.1(a)) shall be allocated among the Members in accordance with Code Section 704(c) for income tax purposes so as to take into account of any variation between the adjusted tax basis of such property to the Company for federal income tax purposes and its Book Agreed Value using at the traditional method, as time of contribution (or the event requiring revaluation) in accordance with Section 704(c) of the Code (and Treasury Regulation Section 1.704-1(b)(2)(iv)(f)) and the remedial method described in Treasury Regulations Regulation Section 1.704-3(b3(d). , (cb) If the Book Value any gain arising from a disposition of any Company asset Property that is adjusted characterized as ordinary income pursuant to Section 5.01(b)1245 or 1250 or any other applicable provision of the Code shall, subsequent allocations of to the extent that other items can be allocated in such a way that this proviso does not affect the total amount of taxable incomeincome or loss allocable to any Member for tax purposes, 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 Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by who were allocated the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in depreciation or other deductions giving rise to such ordinary income and gain shall be in proportion to the Units deductions allocated to such Members (treating any such deductions allowable to any Member or Affiliate thereof for any period during which the Company Property was held by such Member or Affiliate as deductions allocable to such Member. ) and (fc) Allocations creditable foreign taxes shall be allocated in accordance with Treasury Regulation § 1.704-1(b)(4)(viii). Any increase (or decrease) in taxable income or loss resulting from adjustments to the basis of the assets of the Company made pursuant to this Section 5.05 are solely for purposes 743 of federal, state and local taxes and the Code shall not affect, or in any way be taken into account in computing, any Member’s Capital Account by the Member or share Members to which such adjustment is attributable. The provisions of Profits, Losses, Distributions or other Company items pursuant this Section 5.3 shall also apply to any provision Subsidiary of this Agreementthe Company that is treated as a partnership for federal income tax purposes.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items In accordance with Section 704(c) of Company taxable the Code and the Treasury Regulations thereunder, income, gain, loss loss, and deduction with respect to any property asset contributed to the capital of the Company shall and with respect to reverse Code Section 704(c) allocations described in Treasury Regulations Section 1.704-3(a)(6) shall, solely for applicable tax purposes, be allocated among the Members in accordance with Code Section 704(c) 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 initial Book Value using the traditional method, as described in or its Book Value determined pursuant to Treasury Regulations Section 1.704-3(b). 1(b)(2)(iv)(f) (ccomputed in accordance with the definition of Book Value) If (i) in the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset shall take account case of any variation between that exists as a result of the adjusted basis of such asset for federal income tax purposes Transactions, using the “traditional method with curative allocations limited to back end gain on sale,” and its Book Value (ii) in the same manner as under Code case of any other variation, using the “traditional method with curative allocations limited to back end gain on sale,” unless another method is chosen by the Manager; provided, however, that where multiple such variations exist, Section 704(c) using shall be applied in reverse chronological order. Allocations pursuant to this Section 5.04(b), Section 704(c) of the traditional methodCode (and the principles thereof), as described in and Treasury Regulations Section 1.704-3(b). 1(b)(4)(i) are solely for purposes of U.S. federal (dand applicable state and local) income tax purposes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Income or Net Loss. Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Regulations Section 1.704-1.704- 1(b)(4)(ii). (ec) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Regulations Section 1.752-3(a)(3), each Member’s interest in income and gain shall be determined pursuant to any proper method, as reasonably determined by the Manager; provided, that each year the Manager shall use its reasonable best efforts (using in proportion all instances any proper method permitted under applicable Law, including without limitation the “additional method” described in Treasury Regulations Section 1.752-3(a)(3)) to allocate a sufficient amount of the excess nonrecourse liabilities to those Members who would have at the end of the applicable Taxable Year, but for such allocation, taxable income due to the Units held by deemed distribution of money to such Member pursuant to Section 752(b) of the Code that is in excess of such Member’s adjusted tax basis in its Units; provided, further, that with respect to any of the Company’s “excess nonrecourse liabilities” that arise after the Effective Time, the Manager shall not be required to allocate “excess nonrecourse liabilities” in the manner described in the preceding proviso to the extent that the Manager determines in its sole discretion made in good faith that such allocation would reasonably be expected to have a material adverse impact on the Corporation (for this purpose, any such allocation that results in the Corporation having a lower tax basis in its interests in the Company but that does not otherwise cause the Corporation to have taxable income in the applicable Taxable Year in excess of the taxable income it otherwise would have been expected to have in such Taxable Year (including as a result of an actual or deemed distribution made to the Corporation in such Taxable Year) utilizing a different permissible allocation of “excess nonrecourse liabilities” shall not be considered a material adverse impact). (d) If necessary (including with respect to the Series A Preferred Conversion or the Vesting of an Unvested Earn Out Unit), the Company will make corrective allocations as set forth in Treasury Regulation Section 1.704-1(b)(4)(x). Without limiting the generality of the foregoing, if pursuant to Section 5.03(g) the Company causes a Capital Account reallocation in accordance with principles similar to those set forth in Treasury Regulation Section 1.704- 1(b)(2)(iv)(s)(3), the Company shall make corrective allocations in accordance with principles similar to those set forth in Treasury Regulation Section 1.704-1(b)(4)(x). (e) In the event any Common Units issued pursuant to Section 3.02(c) and Section 3.10(c) are subsequently forfeited, the Company may make forfeiture allocations with respect to such Common Units in the Taxable Year of such forfeiture in accordance with the principles of proposed Treasury Regulations Section 1.704-1(b)(4)(xii)(c), taking into account any amendments thereto and any temporary or final Treasury Regulations issued pursuant thereto. (f) Allocations pursuant to this Section 5.05 5.04 are solely for purposes of federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Profits, Net Losses, Distributions (other than Tax Distributions) or other items of the Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The Subject to Section 5.03(b), Section 5.03(c) and Section 5.03(d), all income, gains, losses, losses and deductions and credits of the Company will shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losseslosses and deductions pursuant to Section 5.01 and Section 5.02, deductions and credits among the Members for computing their Capital Accounts; provided except that if any such allocation for tax purposes is not permitted by the Code or other applicable Applicable Law, the Company’s 's subsequent income, gains, losses, losses and deductions and credits will shall be allocated among the Members for tax purposes, to the extent permitted by the Code and other Applicable Law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital AccountsSection 5.01 and Section 5.02. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) and the traditional method with curative allocations of Treasury Regulations Section 1.704-3(c), so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company asset is adjusted pursuant to Treasury Regulations Section 5.01(b)1.704-1(b)(2)(iv)(f) as provided in clause (c) of the definition of Book Value, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax creditscredit, tax credit recapture, recapture and any items related thereto shall be allocated to the Members pro rata according to their interests in such items as determined by the Manager Board taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 5.03 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s 's Capital Account or share of ProfitsNet Income, Net Losses, Distributions distributions or other Company items pursuant to any provision provisions of this Agreement.

Tax Allocations. (a1) The Except as otherwise provided in this Agreement, all tax items of income, gainsdeduction, lossesgain, deductions and credits or loss of the Company shall be allocated in accordance with “partners’ interests in the partnership” as defined in Treasury Regulations Section 1.704-1(b)(3) and as required by Treasury Regulations Section 1.704-1 and Treasury Regulations Section 1.704-3. Subject to the foregoing and except as specifically provided under Paragraph C and Paragraph D, all tax items of income, deduction, gain, or loss of the Company shall be allocated in accordance with Percentage Interests. (2) If any Company property is subject to Code Section 704(c) or is reflected in the Capital Accounts of the Members and on the books of the Company at a value that differs from the adjusted tax basis of such property, then the Tax Items with respect to such property will be allocated, for federal, state allocated in accordance with Treasury Regulations Section 1.704-1(b)(4)(i) and local income tax purposes, among the Members Treasury Regulations Section 1.704-3 in accordance with the allocation principles of such incomeSection 704(c), gains, losses, deductions and credits among using the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts“traditional” method. (b3) Items Pursuant to Treasury Regulations Section 1.752-3, each Member’s interest in Company profits, for purposes of Company taxable determining such Member’s shares of excess “nonrecourse liabilities” for such purpose will be the percentage of that Member’s Units of the total issued and outstanding Units in the Company. (4) Any payment of foreign tax that may be creditable against any Member’s United States federal income tax liability and any tax credits shall be allocated to the Members in a manner reasonably determined by the Manager, but strictly in accordance with Treasury Regulations Section 1.704-1(b)(2) and any other applicable Treasury Regulations. (5) The Members are aware of the income tax consequences of the allocations made by this Agreement and will report their shares of Profits and Losses and other items of Company, gross income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes consistently with this Agreement and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), subsequent allocations of items of taxable income, gain, loss Form 1065 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 Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined Schedules K-1 issued by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii)Company. (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions deductions, and credits of the Company will be allocated, allocated for federal, state state, and local income tax purposes, purposes among the Members in accordance with the allocation of such income, gains, losses, deductions deductions, and credits among the Members for computing their Capital Accounts; provided that except that, if any such allocation is not permitted by the Code or other applicable Applicable Law, then the Company’s subsequent income, gains, losses, deductions deductions, and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss loss, and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company asset is adjusted pursuant to the requirements of Treasury Regulation Section 5.01(b), 1.704-1(b)(2)(iv)(e) or (f) subsequent allocations of items of taxable income, gain, loss 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 Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata according to their interests in such items as determined by the Manager Management Member taking into account the principles of Treasury Regulation Section 1.704-1.704- 1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 7.4 are solely for purposes of federal, state 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, Distributions Distributions, or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, losses and deductions and credits of the Company will shall be allocated, allocated for federal, state and local income tax purposes, purposes among the Members in accordance with the allocation of such income, gains, losses, losses and deductions and credits among the Members for purposes of computing their Capital Accounts; provided except that if any such allocation is not permitted by the Code or other applicable Lawlaw, then the Company’s subsequent income, gains, losses, losses and deductions and credits will for tax purposes shall be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using Gross Asset Value; the traditional methodTax Matters Member shall have the authority to select, as described in its sole and absolute discretion, any method of making such allocations that is allowed under Code Section 704(c) and the Treasury Regulations Section 1.704-3(b)regulations thereunder. (c) If the Book Gross Asset Value of any Company asset is adjusted pursuant to the requirements of Regulations Section 5.01(b1.704‑1(b)(2)(iv)(e) or (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 federal income tax purposes and its Book Gross Asset Value in the same manner as under Code Section 704(c); the Tax Matters Member shall have the authority to select, in its sole and absolute discretion, any method of making such allocations that is allowed under Code Section 704(c) using and the traditional method, as described in Treasury Regulations Section 1.704-3(b)regulations thereunder. (d) Allocations of tax Tax credits, tax credit recapture, recapture and any items related thereto shall be allocated to the Members pro rata according to their interests in such items as reasonably determined by the Manager Board of Directors taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(iiRegulations Sections 1.704‑1(b)(4)(ii) and 1.704‑1T(b)(4)(xi). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 5.3 are solely for the purposes of 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 ProfitsIncome, LossesLoss, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (a) The Except as otherwise provided in this Section 5.6, each item of income, gainsgain, losses, deductions loss and credits deduction of the Company will be allocated, for federal, state state, local and local income foreign 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 Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will purposes shall be allocated among the Members so in the same manner as such items are allocated for book purposes under this Article 5 and Article 16. Any tax credits of the Company shall be allocated to reflect as nearly as possible the allocation set forth herein Members in computing proportion to their Capital Accounts.Percentage Interests. Execution Copy Northern Pass LLC Operating Agreement (b) Items of Company taxable In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss loss, and deduction with respect to any property contributed to the capital of the Company shall shall, solely for tax purposes, be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value) using the traditional method, as method described in under Treasury Regulations Regulation Section 1.704-3(b). (c) If In the Book event the Gross Asset Value of any Company asset is adjusted pursuant to Section 5.01(b)subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of items of taxable income, gain, loss 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 Book Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder using the traditional method, as allocation method described in under Treasury Regulations Regulation Section 1.704-3(b). (d) Allocations of tax creditsExcept as otherwise provided in Section 5.6(b) and (c) above, tax credit recapture, and any items related thereto elections or other decisions relating to the allocations described in this Section 5.6 shall be allocated to the Members pro rata as determined made by the Manager taking into account Tax Matters Partner in any manner that reasonably reflects the principles purpose and intention of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) this Agreement. Allocations pursuant to this Section 5.05 5.6 are solely for purposes of federal, state state, local, and local foreign 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, Distributions other items, or other Company items distributions pursuant to any provision of this Agreement. (e) To the extent the Code and the Regulations or other Applicable Law require allocations for tax purposes that differ from the foregoing allocations, the Tax Matters Partner, in its reasonable discretion, may determine the manner in which such tax allocations shall be made so as to comply more fully with the Code and such Regulations or other Applicable Law and, at the same time, preserve the economic relationships among the Members as otherwise set forth in this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members Unitholders in accordance with the allocation of such income, gains, losses, deductions and credits among the Members Unitholders for computing their Capital Accounts; provided except that if any such allocation is not permitted by the Code or other applicable Lawlaw, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members Unitholders so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members Unitholders in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company asset is adjusted pursuant to the requirements of Treasury Regulation Section 5.01(b1.704-1(b)(2)(iv)(e) or (t), 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata Unitholders according to their interests in such items as determined by the Manager Board taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii1.7041 (b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 5.4 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company Partnership will be allocated, for federal, U.S. federal (and applicable state and local local) income tax purposes, among the Members Partners in accordance with the allocation of such income, gains, losses, deductions and credits among the Members Partners for computing their Capital Accounts; provided provided, that if any such allocation is not permitted by the Code or other applicable Law, the CompanyPartnership’s subsequent income, gains, losses, deductions and credits will be allocated among the Members Partners so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company Partnership taxable income, gain, loss loss, deduction and deduction depletion with respect to any property contributed to the capital of the Company Partnership shall be allocated among the Members Partners in accordance with Code Section 704(c) 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 Book Value using the “traditional allocation method”, as described in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any Company Partnership asset is adjusted pursuant to Section 5.01(b), 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) using in the traditional methodmanner determined in good faith by the General Partner. (d) If, as described a result of an exercise of a noncompensatory option to acquire an interest in the Partnership, a Capital Account reallocation is required under Treasury Regulations Section 1.704-3(b1(b)(2)(iv)(s)(3), the Partnership shall make corrective allocations pursuant to Treasury Regulations Section 1.704-1(b)(4)(x). (de) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members Partners pro rata as determined by the Manager General Partner taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (ef) For purposes of determining a MemberPartner’s pro rata share of the CompanyPartnership’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Regulations Section 1.752-3(a)(3), each MemberPartner’s interest in income and gain shall be in proportion to the Units held by such Memberits Percentage Interest. (fg) Cost and percentage depletion deductions with respect each Depletable Property shall be computed separately by the Partners rather than the Partnership. For purposes of such computations, the U.S. federal income tax basis of each Depletable Property shall be allocated to each Partner in accordance with such Partner’s Percentage Interest as of the time such Depletable Property is acquired by the Partnership, and shall be reallocated among the Partners in accordance with such Partner’s Percentage Interest as determined immediately following the occurrence of an event giving rise to an adjustment to the Book Values of the Partnership’s Depletable Properties pursuant to the definition of Book Value (or at the time of any material additions to the U.S. federal income tax basis of such Depletable Property). Such allocations are intended to be applied in accordance with the “partners’ interests in partnership capital” under Code Section 613A(c)(7)(D); provided that the Partners understand and agree that the General Partner may authorize special allocations of tax basis, income, gain, deduction or loss, as computed for U.S. federal income tax purposes, in order to eliminate differences between Simulated Basis and adjusted U.S. federal income tax basis with respect to Depletable Properties, in such manner as determined consistent with the principles of Code Section 704(c), the Treasury Regulations thereunder, and the portions of the Treasury Regulations under Code Section 704(b) that apply the principles of Code Section 704(c), using the “traditional allocation method,” as described in Treasury Regulations Section 1. 704-3(b). For the purposes of applying Code Section 704(c) to Depletable Properties (i) the amount by which any Partner’s Capital Account is adjusted for Simulated Depletion shall be treated as an amount of book depletion allocated to such Partner and (ii) the amount of cost depletion computed by such Partner under Code Section 613A(c)(7)(D) shall be treated as an amount of tax depletion allocated to such Partner. (h) For purposes of the separate computation of gain or loss by each Partner on a taxable disposition of Depletable Property, the amount realized from such disposition shall be allocated (i) first, to the Partners in an amount equal to the Simulated Basis in such Depletable Property and in the same proportion as their shares thereof were allocated and (ii) second, any remaining amount realized shall be allocated consistent with the allocation of Simulated Gains; provided, however, that the Partners understand and agree that the General Partner may authorize special allocations of tax basis, income, gain, deduction or loss, as computed for U.S. federal income tax purposes, in order to eliminate differences between Simulated Basis and adjusted U.S. federal income tax basis with respect to Depletable Properties, in such manner as determined by the General Partner consistent with the principles of Code Section 704(c), the Treasury Regulations thereunder, and the portions of the Treasury Regulations under Code Section 704(b) that apply the principles of Code Section 704(c), using the “traditional allocation method,” as described in Treasury Regulations Section 1.704-3(b). The provisions of this Section 5.05(h) and the other provisions of this Agreement relating to allocations under Code Section 613A(c)(7)(D) are intended to comply with Treasury Regulations Section 1.704-1(b)(4)(v) and shall be interpreted and applied in a manner consistent with such Treasury Regulations. (i) Each Partner shall, in a manner consistent with this Article V, separately keep records of its share of the adjusted tax basis in each Depletable Property, adjust such share of the adjusted tax basis for any cost or percentage depletion allowable with respect to such property and use such adjusted tax basis in the computation of its cost depletion or in the computation of its gain or loss on the disposition of such property by the Partnership. Upon the request of the Partnership, each Partner may advise the Partnership of its adjusted tax basis in each Depletable Property and any depletion computed with respect thereto, both as computed in accordance with the provisions of this subsection. The Partnership may rely on such information and, if it is not provided by the Partner, may make such reasonable assumptions as it shall determine with respect thereto. (j) Allocations pursuant to this Section 5.05 5.04 are solely for purposes of federal, U.S. federal (and applicable state and local local) income taxes and shall not affect, or in any way be taken into account in computing, any MemberPartner’s Capital Account or share of Profits, Losses, Distributions or other Company Partnership items pursuant to any provision of this Agreement.

Tax Allocations. (a) 5.3.1 The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Lawlaw, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) 5.3.2 Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the 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 federal income tax purposes and its Book Value using any proper method reasonably selected by the traditional method, as described in Treasury Regulations Section 1.704-3(b)Managing Member. (c) 5.3.3 If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b)4.4.4, 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 its Book Value in using any proper method reasonably selected by the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Managing Member. (d) 5.3.4 Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as reasonably determined by the Manager Managing Member taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) 5.3.5 For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion determined pursuant to any proper method, as reasonably determined by the Units held by such Managing Member. (f) 5.3.6 Allocations pursuant to this Section 5.05 5.3 are solely for purposes of 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, Distributions Losses distributions or other Company items pursuant to any provision of this Agreementitems.

Tax Allocations. (a) The All income, gains, losses, deductions and credits of the Company will Partnership shall be allocated, for U.S. federal, state and local income tax purposes, among the Members Limited Partners in accordance with the allocation of such income, gains, losses, deductions and credits among the Members Limited Partners for purposes of computing their Capital Accounts; provided , except that if any such allocation for tax purposes is not permitted by the Code or other applicable Lawlaw, the CompanyPartnership’s subsequent income, gains, losses, deductions and credits will shall be allocated among the Members Limited Partners for tax purposes, to the extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. Each item of income, gain, loss, deduction and credit realized by the Partnership in any Taxable Year and included in Profits or Losses shall be allocated pro rata to the Limited Partners according to the amount of Profits or Losses, as the case may be, allocated to them in such year. (b) Items of Company Partnership taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company Partnership shall be allocated among the Members Limited Partners in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b).method of Treasury (c) If the Book Value of any Company asset Partnership property is adjusted pursuant to Section 5.01(b6.2(a)(iv), subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset property shall take account of any variation between the adjusted basis of such asset property for U.S. federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). . (d) Allocations of tax creditscredit, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata Limited Partners according to their interests in such items as determined by the Manager General Partner taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). . (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 8.4 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 MemberLimited Partner’s Capital Account or share of Profits, Losses, Distributions or other Company items of income, gain, loss or deduction as computed for purposes of computing any Limited Partner’s Capital Account, pursuant to any provision provisions of this Agreement.

Tax Allocations. (a) The Subject to Section 5.03(b), Section 5.03(c) and Section 5.03(d), all income, gains, losses, losses and deductions and credits of the Company will shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losseslosses and deductions pursuant to Section 5.01 and Section 5.02, deductions and credits among the Members for computing their Capital Accounts; provided except that if any such allocation for tax purposes is not permitted by the Code or other applicable Applicable Law, the Company’s subsequent income, gains, losses, losses and deductions and credits will shall be allocated among the Members for tax purposes, to the extent permitted by the Code and other Applicable Law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital AccountsSection 5.01 and Section 5.02. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) and the traditional method with curative allocations of Treasury Regulations Section 1.704-3(c), so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company asset is adjusted pursuant to Treasury Regulations Section 5.01(b)1.704-1(b)(2)(iv)(f) as provided in clause (c) of the definition of Book Value, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax creditscredit, tax credit recapture, recapture and any items related thereto shall be allocated to the Members pro rata according to their interests in such items as determined by the Manager Managing Member taking into account the principles of Treasury Regulation Regulations Section 1.704-1.704- 1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 5.03 are solely for purposes of 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 ProfitsNet Income, Net Losses, Distributions distributions or other Company items pursuant to any provision provisions of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members Any Built-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 Code Gain or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Loss Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company Partnership shall be allocated among the Members contributing Partner and other Unit Holders in accordance with Code Section 704(c) so as of the Code and the Regulations thereunder. If one or more Units are Transferred by or otherwise acquired from a contributing Partner, the Built-In Gain or Loss Items that would have been allocable to take account of any variation between the adjusted basis contributing Partner with respect to such Units had he retained such Units shall be allocated to the transferee (or subsequent transferee) of such property Units. If any Partnership asset is revalued pursuant to the Company Paragraph 3.6(c) hereof, subsequent allocations of depreciation, depletion, amortization and gain or loss, as computed for federal income tax purposes and its Book Value using the traditional methodpurposes, as described in Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), 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 its Book Value fair market value in the same manner as under Section 704(c)of the Code Section 704(cand the Regulations thereunder, and if one or more Units are Transferred by or otherwise acquired from a Unit Holder, such allocations shall carry over to the transferee (or subsequent transferee) using of such Units in the traditional method, same manner as described in Treasury Regulations Section 1.704-3(b)under the preceding sentence. (db) Allocations Any Tax Profits and Tax Losses not allocated under the preceding provisions of tax credits, tax credit recapture, and any items related thereto this Paragraph 4.5 shall be allocated to the Members pro rata Unit Holders in the same proportions as determined distributions under Paragraph 4.4 hereof. Such allocation shall be made without regard to any election under Section 754 of the Code which may be made by the Manager taking Partnership; provided, however, that such allocations, once made, shall be adjusted for federal (and to the extent applicable, state and local) income tax purposes (but not for capital account or financial reporting purposes) as necessary or appropriate (and to the appropriate Partners) to take into account those adjustments permitted by Sections 734 and 743 of the principles of Treasury Regulation Section 1.704-1(b)(4)(ii)Code. (ec) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain The allocations under this Paragraph 4.5 shall be in proportion for federal income tax purposes only and may be changed by the General Partners to the Units held by such Memberextent necessary to comply with federal income tax laws. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members Unitholders in accordance with the allocation of such income, gains, losses, deductions and credits among the Members Unitholders for computing their Capital Accounts; provided , except that if any such allocation is not permitted by the Code or other applicable Applicable Law, the Company’s 's subsequent income, gains, losses, deductions and credits credit will be allocated among the Members Unitholders so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company the Company's taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members Unitholders in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Gross Asset Value using the traditional method, as described in Treasury Regulations method of Treas. Reg. Section 1.704-3(b1(b)(2). (c) If the Book Gross Asset Value of any Company asset is adjusted pursuant to Section 5.01(b)adjusted, 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 its Book Gross Asset Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata Unitholders according to their interests in such items as determined by the Manager Board taking into account the principles of Treasury Regulation Treas. Reg. Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 6.4 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Unitholder's Capital Account or share of Profitsincome, Lossesgains, losses, deductions, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for U.S. federal, 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 Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using any reasonable method as determined in the traditional method, as described in sole discretion of the Manager taking into account the principles of Treasury Regulations Section 1.704-3(b). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), 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 its Book Value in the same manner as under Code Section 704(c) using any reasonable method as determined in the traditional method, as described in sole discretion of the Manager taking into account the principles of Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 5.04 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for U.S. federal, state and local income tax purposes, among the Members PEC Holders, CPEC Holders and Shareholders in accordance with the allocation of such income, gains, losses, deductions and credits among the Members PEC Holders, CPEC Holders and Shareholders for computing their Capital Accounts; provided that except that, if any such allocation is not permitted by the Tax Code or other applicable Lawlaw, then the Company’s subsequent income, gains, losses, deductions deductions, and credits will be allocated among the Members PEC Holders, CPEC Holders and Shareholders so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss loss, and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members PEC Holders, CPEC Holders and Shareholders in accordance with Tax Code Section 704(c) 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 Book Value using the traditional method, as described in remedial method allowed under Treasury Regulations Regulation Section 1.704-3(b3(d). (c) If the Book Value of any Company asset is adjusted pursuant to the requirements of Treasury Regulation Section 5.01(b1.704-1(b)(2)(iv)(e) or (f), subsequent allocations of items of taxable income, gain, loss 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 Book Value in the same manner as under Tax Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata PEC Holders, CPEC Holders and Shareholders according to their interests in such items as determined by the Manager Board taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 4.4 are solely for purposes of U.S. federal, state 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company Partnership will be allocated, for federal, state and local income tax purposes, among the Members Partners in accordance with the allocation of such income, gains, losses, deductions and credits among the Members Partners for computing their Capital Accounts; provided , except that if any such allocation is not permitted by the Code or other applicable Lawlaw, the Company’s Partnership's subsequent income, gains, losses, deductions and credits credit will be allocated among the Members Partners so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company Partnership taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company Partnership shall be allocated among the Members Partners in accordance with Code Section 704(c) (using the traditional method with curative allocations) so as to take account of any variation between the adjusted basis of such property to the Company Partnership for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company Partnership asset is adjusted pursuant to Section 5.01(b3.3(b), 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 its Book Value in the same manner as under Code Section 704(c) (using the traditional method, as described in Treasury Regulations Section 1.704-3(bmethod without curative allocations). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata Partners according to their interests in such items as determined by the Manager General Partner taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 4.4 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Partner's Capital Account or share of Profits, Losses, Distributions or other Company Partnership items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional remedial method, as described in Treasury Regulations Section 1.704-3(b3(d). (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b), 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 its Book Value in the same manner as under Code Section 704(c) using the traditional remedial method, as described in Treasury Regulations Section 1.704-3(b3(d). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 are solely for purposes of 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, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The Subject to Section 5.03(b), Section 5.03(c), and Section 5.03(d), all income, gains, losses, losses and deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losseslosses and deductions pursuant to Section 5.01 and Section 5.02, deductions and credits among the Members for computing their Capital Accounts; provided except that if any such allocation for tax purposes is not permitted by the Code or other applicable Applicable Law, the Company’s subsequent income, gains, losses, losses and deductions and credits will be allocated among the Members for tax purposes, to the extent permitted by the Code and other Applicable Law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital AccountsSection 5.01 and Section 5.02. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall will be allocated among the Members in accordance with Code Section 704(c) and Treasury Regulations Section 1.704-3, so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using Value, in such manner as determined by the traditional method, as described in Treasury Regulations Section 1.704-3(b)Board to be appropriate. (c) If the Book Value of any Company asset is adjusted pursuant to Treasury Regulations Section 5.01(b)1.704-1(b)(2)(iv)(f) as provided in clause (c) of the definition of “Book Value”, subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset shall will 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) and using such method as determined by the traditional method, as described in Treasury Regulations Section 1.704-3(b)Board to be appropriate. (d) Allocations of tax creditscredit, tax credit recapture, recapture and any items related thereto shall will be allocated to the Members pro rata according to their interests in such items as determined by the Manager Board taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 5.03 are solely for purposes of federal, state and local taxes and shall will not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of ProfitsNet Income, Net Losses, Distributions distributions or other Company items pursuant to any provision provisions of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local For federal income tax purposes, among the Members except as otherwise provided in accordance with the allocation this Section 4.5, each item 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 Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable incomeProfit, gain, loss Loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members Shareholders in accordance the same proportion as the corresponding items are allocated pursuant to Sections 4.2, 4.3 and Section 4.4 hereof. (b) In the event that the Book Value of any asset contributed to and held by the Company differs from its basis for federal income tax purposes ("Tax Basis"), allocations of income, gain, loss or deduction with Code Section 704(c) respect to such asset shall, solely for tax purposes, be allocated among the Shareholders so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using and Tax Basis in accordance with the traditional method, as described in provisions of Section 704(c) of the Code and Treasury Regulations Section 1.704-3(b)thereunder. The Tax Matters Partner may elect any reasonable method or methods for making such allocations. (c) If the Book Value of any asset of the Company asset is adjusted pursuant to Section 5.01(b)1.12 hereof, subsequent allocations of items of taxable incomeProfit, gain, loss Loss and deduction deductions with respect to such asset shall take into account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value and Tax Basis in accordance with the same manner as under Code provisions of Section 704(c) using of the traditional method, as described in Code and Treasury Regulations Section 1.704-3(b). (d) Allocations thereunder. The Tax Matters Partner shall have the sole discretion to make special allocations of tax creditsitems of income, tax credit recapturegain, loss and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account deductions that are consistent with the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e704(c) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within Code and to amend the meaning provisions of this Agreement (without Shareholder action, notwithstanding Section 14.D of this Agreement), as appropriate, to reflect the proposal or promulgation of Treasury Regulation Section 1.752-3(a)(3Regulations under Subchapter K of the Code. The Tax Matters Partner may adopt and employ such methods for (A) the maintenance of capital accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), each Member’s interest in income 734 and gain shall be in proportion 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Units held Code, (D) the determination of the identities and tax classification of Shareholders, (E) the provision of tax information and reports to the Shareholders, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and Tax Basis, (H) conventions for the determination of depreciation, cost recovery and amortization deductions and the adoption and maintenance of accounting methods, (I) the recognition of the transfer of Shares, (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software, and to use filing and reporting procedures similar to those employed by such Member. (f) Allocations pursuant publicly-traded partnerships and limited liability companies, as it determines in its sole discretion are necessary and appropriate to execute the provisions of this Section 5.05 are solely for purposes of Agreement and to comply with federal, state and local taxes tax law, and to achieve uniformity of Shares within a class. The Tax Matters Partner shall not affectbe indemnified and held harmless by the Company for any expenses, penalties or other liabilities arising as a result of decision made in good faith on any of the matters referred to in the preceding sentence. If the Tax Matters Partner determines, based on advice of counsel, that no reasonable allowable convention or other method is available to preserve the uniformity of Shares within a class, or the Tax Matters Partner in any way its discretion so elects, Shares may be taken into account separately identified as distinct classes to reflect differences in computing, any Member’s Capital Account or share of Profits, Losses, Distributions or other Company items pursuant to any provision of this Agreementtax consequences.

Tax Allocations. (a) The income, gains, losses, deductions deductions, and credits of the Company will be allocated, for federal, state state, and local income tax purposes, among the Members Unitholders in accordance with the allocation of such income, gains, losses, deductions deductions, and credits among the Members Unitholders for computing their Capital Accounts; provided that except that, if any such allocation is not permitted by the Code or other applicable Lawlaw, then the Company’s 's subsequent income, gains, losses, deductions deductions, and credits will be allocated among the Members Unitholders so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company asset is adjusted pursuant to the requirements of Treasury Regulation Section 5.01(b1.704-1(b)(2)(iv)(e) or (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 federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b704 (c). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata according to their interests in such items as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 4.4 are solely for purposes ----------- of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s 's Capital Account or share of Profits, Losses, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The Subject to Section 5.03(b), Section 5.03(c) and Section 5.03(d), all income, gains, losses, losses and deductions and credits of the Company will shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losseslosses and deductions pursuant to Section 5.01 and Section 5.02, deductions and credits among the Members for computing their Capital Accounts; provided except that if any such allocation for tax purposes is not permitted by the Code or other applicable Applicable Law, the Company’s subsequent income, gains, losses, losses and deductions and credits will shall be allocated among the Members for tax purposes, to the extent permitted by the Code and other Applicable Law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital AccountsSection 5.01 and Section 5.02. (b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) and the traditional method with curative allocations of Treasury Regulations Section 1.704-3(c), so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described in Treasury Regulations Section 1.704-3(b)Value. (c) If the Book Value of any Company asset is adjusted pursuant to Treasury Regulations Section 5.01(b)1.704-1(b)(2)(iv)(f) as provided in clause (c) of the definition of Book Value, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax creditscredit, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata according to their interests in such items as determined by the Manager Managers taking into account the principles of Treasury Regulation Regulations Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 5.03 are solely for purposes of federal, state 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 ProfitsNet Income, Net Losses, Distributions distributions or other Company items pursuant to any provision provisions of this Agreement.

Tax Allocations. (a) The Except as provided in Sections 4.2.2(b), (c) and (d), the income, gains, losses, deductions and credits of the Company Partnership will be allocated, for federal, state and local income tax purposes, among the Members Partners in accordance with the allocation of such income, gains, losses, deductions and credits among the Members Partners for computing their Capital Accounts; provided that except that, if any such allocation is not permitted by the Code or other applicable Lawlaw, the CompanyPartnership’s subsequent income, gains, losses, deductions and credits will be allocated among the Members Partners so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company Partnership taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company Partnership shall be allocated among the Members Partners in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company Partnership for federal income tax purposes and its Book Value using Value. In making allocations pursuant to this Section 4.2.2(b), the traditional methodGeneral shall apply, as described in its sole discretion, any method that may be permitted under Treasury Regulations Section 1.704-3(b)3. (c) If the Book Value of any Company Partnership asset is adjusted pursuant to the requirements of Treasury Regulation Section 5.01(b1.704‑1(b)(2)(iv)(e) or (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 federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata Partners according to their interests in such items as determined by the Manager General Partner taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii1.704‑1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 4.2.2 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any MemberPartner’s Capital Account or share of Profits, Losses, Distributions distributions or other Company Partnership items pursuant to any provision of this Agreement.” 7. Section 8.2(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

Tax Allocations. Code Section 704(c). (a) The income, gains, losses, deductions and credits expenses of the Company will shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits expenses among the Members for computing their Capital Accounts; provided , except that if any such allocation is not permitted by the Code or other applicable Lawlaw, the Company’s subsequent income, gains, losses, deductions and credits will expenses shall be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items In accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of Company taxable income, gain, loss loss, deduction and deduction expense with respect to any property contributed to the capital of the Company shall shall, solely for tax purposes, be allocated among the Members in accordance with Code Section 704(c) holders so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using at the traditional method, as described in time of contribution. The Board shall be entitled to adopt any method permissible under Code Section 704(c) and the Treasury Regulations Section 1.704-3(b)thereunder for taking into account any such variation. (c) If the Book Value of any Company asset is adjusted pursuant to Treasury Regulations Section 5.01(b1.704-1(b)(2)(iv)(e) or (f), subsequent allocations of items of taxable income, gain, loss loss, deduction and deduction expense with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) using ), subject, for the traditional methodavoidance of doubt, as described in Treasury Regulations Section 1.704-3(b)to the approval of the Board. (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 5.6 are solely for purposes of 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 or other Company items pursuant to any provision provisions of this Agreement.

Tax Allocations. (a) The Each item of income, gainsgain, losses, deductions and credits of loss or deduction recognized by the Company will LLC shall be allocated, allocated among the Unitholders for U.S. federal, state and local income tax purposespurposes in the same manner that each such item is allocated to the Unitholders’ Capital Accounts or as otherwise provided herein, among provided that the Members Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the allocation interests of such incomethe Unitholders in the LLC, gains, losses, deductions and credits among in each case within the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by meaning of the Code or other applicable Lawand the Treasury Regulations. Notwithstanding the foregoing, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (bi) Items items of Company LLC taxable income, gain, loss loss, and deduction with respect to any property contributed to the capital of the Company LLC shall be allocated among the Members Unitholders, as determined by the Board in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company LLC for federal income tax purposes and its Book Value using value on the traditional method, as described in Treasury Regulations Section 1.704-3(b). date of contribution and (cii) If if the Book Value value of any Company LLC asset is adjusted pursuant to the requirements of Treasury Regulation Section 5.01(b), 1.704-1(b)(2)(iv)(e) or (f) then subsequent allocations of items of taxable income, gain, loss 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 Book Value such value, as determined by the Board in the same manner as under Code Section 704(c) using ). The Board shall elect to use the traditional method described in Treasury Regulation Section 1.704-3(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 described provided in Treasury Regulations Section 1.704-3(b). (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 are solely . All matters concerning allocations for purposes of U.S. federal, state and local taxes and shall non-U.S. income tax purposes, including accounting procedures, not affect, 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 any provision expressly provided for by the terms of this AgreementAgreement shall be determined by the Board in its sole discretion.

Tax Allocations. (a) The Except as otherwise provided by applicable tax law or in this Section 3.4, items of partnership taxable income, gainsgain, losses, deductions loss and credits of the Company will deduction shall be allocated, allocated for U.S. federal, state and local income tax purposes, among the Members in accordance with the allocation of same manner as such income, gains, losses, deductions and credits among the Members items are allocated for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accountsbook purposes under this Article 3. (b) Items In accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of Company taxable partnership income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall by a Member shall, solely for tax purposes, be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company Nevada JV for U.S. federal income tax purposes and its Book initial Carrying Value using any method permitted under Section 704(c) of the traditional methodCode and the Treasury Regulations thereunder, as described in Treasury Regulations determined by the Board; provided that the same method under Section 1.704-3(b)704(c) shall be used for all the properties contributed by the Members to Nevada JV unless the Members unanimously agree that a different method will apply to one or more contributed properties. (c) If the Book Carrying Value of any Company asset of Nevada JV is adjusted pursuant to Section 5.01(b)the clause (ii) of the definition of Carrying Value, subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset property shall take account of any variation between the adjusted basis of such asset for U.S. federal income tax purposes and its Book Carrying Value in the same manner as under Code Section 704(c) using of the traditional methodCode and the Treasury Regulations thereunder, as described determined by the Board in Treasury Regulations accordance with the principles of Section 1.704-3(b3.4(b). (d) Allocations Pursuant to the Implementation Agreement, the Members made Capital Contribution to the Nevada JV of depletable properties with respect to which the contributing Member has an adjusted tax creditsbasis that may consist in part of depletable expenditures and in part of expenditures capitalized under Code Sections 616(b), tax credit recapture291(b) and 59(e). Depletion deductions with respect to contributed property shall be determined without regard to any portion of the property’s basis that is attributable to pre-contribution expenditures by a Member that were capitalized by the Member under Code sections 616(b), 59(e) and any items related thereto 291(b). (e) In accordance with Regulations Section 1.704-1(b)(4)(iii), excess percentage depletion deductions with respect to depletable property shall be allocated to the Members pro rata in accordance with the allocation of gross income from the property from which such deductions are derived. The term “excess percentage depletion” shall mean the excess, if any, of deductions for percentage depletion as determined by for tax purposes over the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share Carrying Value of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Memberdepletable property. (f) Allocations pursuant to this Section 5.05 3.4 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, Distributions distributions or other Company partnership items pursuant to any provision of this the Agreement.

Tax Allocations. (a) The Except as provided in Sections 4.4(b), (c) and (d), Net Profits and Net Losses (and, to the extent necessary, items of income, gains, losses, deductions and credits credits) of the Company will be allocated, for federal, state and local income tax purposes, among the Members holders of Units in accordance with the allocation of such income, gains, losses, deductions and credits among the Members holders of Units for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accountsbook purposes. (b) Items The Company shall elect to use the “traditional method with curative allocations” within the meaning of Company taxable income, gain, loss and deduction with Treasury Regulations Section 1.704-3(c) in respect to any property contributed to the capital of “section 197 intangibles” (as defined in Section 197(d) of the Company shall be allocated among the Members in accordance with Code Code) that are subject to forward Section 704(c) so allocations as a result of the deemed contribution of assets by the Holding Company to take account the Company at the time of any variation between the adjusted basis Merger, and in respect of revaluations of such property following the Initial Merger, with such curative allocations limited to gain from the Company for federal income tax purposes and its Book Value using the traditional method, sale of such section 197 intangibles as described in Treasury Regulations Section 1.704-3(c)(3)(iii)(B), and the Company shall elect to use the “traditional method” of allocations within the meaning of Treasury Regulations Section 1.704-3(b)) in respect of all other property. (c) If the Book Value of any Company asset is adjusted pursuant to Section 5.01(b)3.2, 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 its Book Value in the same manner as under Code Section 704(c) using of the traditional method, as described in Treasury Regulations Section 1.704-3(b)Code. (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata holders of Units according to their interests in such items as determined by the Manager Managing Member taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be in proportion to the Units held by such Member. (f) Allocations pursuant to this Section 5.05 4.4 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Memberholder’s Capital Account or share of Profitsbook income, Lossesgain, loss or deduction, Distributions or other Company items pursuant to any provision of this Agreement.

Tax Allocations. (a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Items of Company taxable income, gain, loss and deduction of the Company with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b); provided that the traditional method with curative allocations (as described in the final sentence of Treasury Regulations Section 1.704-3(c)(3)(iii)(B)) shall apply with respect to gain from the sale of such property. (c) If the Book Value of any asset of the Company asset is adjusted pursuant to Section 5.01(b), including adjustments to the Book Value of any asset of the Company in connection with the execution of this Agreement, 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 its Book Value in the same manner as under Code Section 704(c) using the traditional method, as described method set forth in Treasury Regulations Section 1.704-3(b); provided that the traditional method with curative allocations (as described in the final sentence of Treasury Regulations Section 1.704-3(c)(3)(iii)(B)) shall apply with respect to gain from the sale of such asset. (d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members pro rata as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) For purposes of determining a Member’s pro rata share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be determined pursuant to any proper method, as reasonably determined by the Manager; provided, that each year the Manager shall use its commercially reasonable efforts (using in proportion all instances any proper method, including, without limitation, the “additional method” described in Treasury Regulation Section 1.752-3(a)(3)) to allocate a sufficient amount of the excess nonrecourse liabilities to those Members who would have at the end of the applicable Taxable Year, but for such allocation, taxable income due to the Units held by deemed distribution of money to such Member pursuant to Section 752(b) of the Code that is in excess of such Member’s adjusted tax basis in its Units; provided, further, that with respect to any of the Company’s “excess nonrecourse liabilities” that arise after the date hereof, the Manager shall not be required to allocate “excess nonrecourse liabilities” in the manner described in the preceding proviso to the extent that the Manager determines in its sole discretion made in good faith that such allocation would reasonably be expected to have an adverse impact on Pubco, in which case the Members’ shares of such “excess nonrecourse liabilities” shall be determined in accordance with the Members’ respective shares of the Company’s Profits. (f) If, as a result of an exercise of a Noncompensatory Option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x). (g) Allocations pursuant to this Section 5.05 5.04 are solely for purposes of 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, Distributions distributions or other items of the Company items pursuant to any provision of this Agreement.