Common use of Tax Allocations Clause in Contracts

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) 4.1 Except as otherwise provided hereinin Section 4.2 of this Tax Addendum, for federal income tax purposes, (i) purposes under the Code and the Regulations each Fund item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with this Agreement; except that, if such allocation is not permitted by the Code Section 704(c) and or other applicable law, then the Regulations thereunder, Fund’s subsequent income, gaingains, loss losses, deductions and deduction with respect credits for income tax purposes are to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account reflect as nearly as possible the allocation set forth herein in computing their respective Capital Accounts. 4.2 Tax items with respect to Fund assets that are contributed to the Fund with a Gross Asset Value that varies from its basis in the hands of any variation the contributing Partner immediately preceding the date of contribution shall be allocated between the adjusted basis of such Property to the Partnership Partners for federal income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation under any reasonable method approved under Code Section 704(c) and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event applicable Regulations. If the Gross Asset Value of any Partnership Fund asset is adjusted pursuant to subparagraph clause (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such Fund asset shall take account of any variation between the adjusted basis of such Fund asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in promulgated thereunder under any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations reasonable method approved under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B))applicable Regulations. Allocations pursuant to this Section 5.5 section are solely for purposes of federal, state, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of ProfitsNet Income, Losses, Net Loss and any other items, items or distributions pursuant to any provision of this Agreement. 4.3 Net Income, Net Loss and any other items of income, gain, loss or deduction are to be allocated to the Partners as of the last day of each Fiscal Year and at such times as the Gross Asset Values of Fund Assets are adjusted pursuant to paragraph (b) of the definition of Gross Asset Value. 4.4 If any Interest is transferred in compliance with this Agreement, all items of income, gain, loss or deduction and all other items (including any extraordinary items) attributable to such Interest shall be allocated between the transferor and the transferee in accordance with the Code using any method or convention permitted by law that is equitable to the Partners. 4.5 Each Partner acknowledges the income tax consequences of the allocations made by this Tax Addendum and shall report such Partner’s share of Fund income and loss for income tax purposes in a manner consistent with this Tax Addendum

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss loss, deduction and deduction credit of the Partnership shall be allocated among the Partners in the same manner as its in which the correlative item of “book” income, gain, loss or deduction is computed in accordance with Section 5.1(b) and allocated pursuant to Sections 5.1 Section 5.1(c), except that the General Partner shall have the authority to make such other allocations as are necessary and 5.2appropriate to comply with Section 704 of the Code and the regulations issued pursuant thereto. (b) Gain resulting from the sale or other taxable disposition of Partnership assets and allocated to (or recognized by) a Partner (or its successor in interest) for federal income tax purposes shall be deemed to be Recapture Income to the extent such Partner has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as Recapture Income. (c) To preserve uniformity of LP Units, the General Partner shall have sole discretion to (i) adopt such conventions as it deems appropriate or necessary in determining the amount of depreciation and cost recovery deductions; (ii) each make special allocations of income or deduction and (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of regulations under Section 704(c) of the Code or (y) otherwise to preserve the uniformity of Units issued or sold from time to time. The General Partner may adopt such conventions and make such allocations and amendments only if they would not have a material adverse effect on the Limited Partners and are consistent with the principles of Section 704 of the Code. (d) Items of Partnership income, gain, loss, deduction and credit shall, for federal income tax credit purposes, be determined on a monthly basis (or other basis, as required or permitted by Section 706 of the Code) and shall be allocated to the Partners in Persons who are Record Holders of Units as of the same manner close of business on the first day of such month; provided, however, that gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Partnership shall be allocated to the Persons who are Record Holders of Units as of the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2close of business on the date of sale. (be) In accordance with Code Pursuant to Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shallCode, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations items of income, gain, loss loss, deduction and deduction with respect credit attributable to Contributed Property shall be allocated in such asset shall a manner as to take into account of any the variation between the adjusted basis of such asset for federal income tax purposes property to the Partnership and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunderCarrying Value. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except For federal income tax purposes, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in accordance with their Percentage Interests except that the General Partner shall have the authority to make such other allocations as are necessary and appropriate to comply with Section 704 of the Code and the regulations issued pursuant thereto. (b) Gain resulting from the sale or other taxable disposition of Partnership assets and allocated to (or recognized by) a Partner (or its successor in interest) for federal income tax purposes shall be deemed to be Recapture Income to the extent such Partner has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as Recapture Income. (c) To preserve uniformity of LP Units, the General Partner shall have sole discretion to (i) adopt such conventions as it deems appropriate or necessary in determining the amount of depreciation and cost recovery deductions; (ii) make special allocations of income or deduction and (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of regulations under Section 704(c) of the Code or (y) otherwise provided hereinto preserve the uniformity of Units issued or sold from time to time. The General Partner may adopt such conventions and make such allocations and amendments only if they would not have a material adverse effect on the Limited Partners and are consistent with the principles of Section 704 of the Code. (d) Items of Partnership income, gain, loss, deduction and credit shall, for federal income tax purposes, be determined on a monthly basis (ior other basis, as required or permitted by Section 706 of the Code) each item and shall be allocated to the Persons who are Record Holders of Units as of the close of business on the first day of such month; provided, however, that gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Partnership shall be allocated to the Persons who are Record Holders of Units as of the close of business on the date of sale. (e) Pursuant to Section 704(c) of the Code, items of income, gain, loss loss, deduction and deduction credit attributable to Contributed Property shall be allocated among the Partners in the same such a manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take into account of any the variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Carrying Value”). (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinin Section 7.2(b), for federal income tax purposes, (i) each item all items of income, gain, loss loss, deduction and deduction credit of the Company for any tax period shall be allocated among the Partners Members in accordance with the same manner as its correlative item allocation of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 Profits and 5.2, Losses prescribed in this ARTICLE VII and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2Appendix 1 hereto. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, income gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with under the definition herein of “Gross Asset Value”Traditional Method as defined under Treasury Regulations Section 1.704-3(b). (c) , unless otherwise determined by the Management Committee. In the event the Gross Asset Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”Appendix 1 hereto, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d, provided, however, that unless otherwise determined by the Management Committee, the Company shall not adopt the Traditional Method with Curative Allocations as defined under Treasury Regulations Section 1.704-3(c) Any elections or other decisions relating the Remedial Allocation Method as defined under Treasury Regulations Section 1.704-3(d) that would require any Member to report any item of income or gain for Code Section 704(c) purposes that differs in amount or timing from the taxable income that the Company allocates to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations Member under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)704(b). Allocations pursuant to this Section 5.5 7.2(b) 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 PartnerMember’s Capital Account or share of Profits, Losses, Losses or other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) 4.1 Except as otherwise provided hereinin Section 4.2 of this Tax Addendum, for federal income tax purposes, (i) purposes under the Code and the Regulations each Fund item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with this Agreement; except that, if such allocation is not permitted by the Code Section 704(c) and or other applicable law, then the Regulations thereunder, Fund’s subsequent income, gaingains, loss losses, deductions and deduction with respect credits for income tax purposes are to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account reflect as nearly as possible the allocation set forth herein in computing their respective Capital Accounts. 4.2 Tax items with respect to Fund assets that are contributed to the Fund with a Gross Asset Value that varies from its basis in the hands of any variation the contributing Partner immediately preceding the date of contribution shall be allocated between the adjusted basis of such Property to the Partnership Partners for federal income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation under any reasonable method approved under Code Section 704(c) and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event applicable Regulations. If the Gross Asset Value of any Partnership Fund asset is adjusted pursuant to subparagraph clause (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such Fund asset shall take account of any variation between the adjusted basis of such Fund asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in promulgated thereunder under any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations reasonable method approved under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B))applicable Regulations. Allocations pursuant to this Section 5.5 section are solely for purposes of federal, state, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of ProfitsNet Income, Losses, Net Loss and any other items, items or distributions pursuant to any provision of this Agreement. 4.3 Net Income, Net Loss and any other items of income, gain, loss or deduction are to be allocated to the Partners as of the last day of each Fiscal Year and at such times as the Gross Asset Values of Fund Assets are adjusted pursuant to paragraph ‎‎(b) of the definition of Gross Asset Value. 4.4 If any Interest is transferred in compliance with this Agreement, all items of income, gain, loss or deduction and all other items (including any extraordinary items) attributable to such Interest shall be allocated between the transferor and the transferee in accordance with the Code using any method or convention permitted by law that is equitable to the Partners. 4.5 Each Partner acknowledges the income tax consequences of the allocations made by this Tax Addendum and shall report such Partner’s share of Fund income and loss for income tax purposes in a manner consistent with this Tax Addendum

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss loss, deduction and deduction credit of the Partnership shall be allocated among the Partners in the same manner as its in which the correlative item of “book” income, gain, loss or deduction is computed in accordance with Section 5.1(b) and allocated pursuant to Sections 5.1 Section 5.1(c), except that the General Partner shall have the authority to make such other allocations as are necessary and 5.2appropriate to comply with Section 704 of the Code and the regulations issued pursuant thereto. (b) Gain resulting from the sale or other taxable disposition of Partnership assets and allocated to (or recognized by) a Partner (or its successor in interest) for federal income tax purposes shall be deemed to be Recapture Income to the extent such Partner has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as Recapture Income. (c) To preserve uniformity of LP Units, the General Partner may (i) adopt such conventions as it deems appropriate or necessary in determining the amount of depreciation and cost recovery deductions; (ii) each make special allocations of income or deduction and (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of regulations under Section 704(c) of the Code or (y) otherwise to preserve the uniformity of Units issued or sold from time to time. The General Partner may adopt such conventions and make such allocations and amendments only if they would not have a material adverse effect on the Limited Partners and are consistent with the principles of Section 704 of the Code. (d) Items of Partnership income, gain, loss, deduction and credit shall, for federal income tax credit purposes, be determined on a monthly basis (or other basis, as required or permitted by Section 706 of the Code) and shall be allocated to the Partners in Persons who are Record Holders of Units as of the same manner close of business on the first day of such month; provided, however, that gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Partnership shall be allocated to the Persons who are Record Holders of Units as of the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2close of business on the date of sale. (be) In accordance with Code Pursuant to Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shallCode, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations items of income, gain, loss loss, deduction and deduction with respect credit attributable to Contributed Property shall be allocated in such asset shall a manner as to take into account of any the variation between the adjusted basis of such asset for federal income tax purposes property to the Partnership and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunderCarrying Value. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinAll income, gains, losses, deductions and credits of the Company shall be allocated, for federal federal, state and local income tax purposes, (i) each item among the Members in accordance with the allocation of such income, gaingains, loss losses, deductions and deduction credits among the Members for computing their Capital Accounts, except that if any such allocation for tax purposes is not permitted by the Code or other applicable law, the Company’s subsequent income, gains, losses, deductions and credits shall be allocated among the Partners in the same manner as its correlative item of “book” incomeMembers for tax purposes, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the allocation set forth herein in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2computing their Capital Accounts. (b) In accordance with Code Section 704(c) and the Regulations thereunder, Items of Company taxable income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, Company shall be allocated among the Partners Members in accordance with Code Section 704(c) and the traditional method of Treasury Regulation Section 1.704-3(b) so as to take account of any variation between the adjusted basis of such Property property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Book Value”). (c) In If the event the Gross Asset Book Value of any Partnership asset Company property is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”Section 4.2, 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 Gross Asset Book Value in the same manner as under Code Section 704(c) and the Regulations thereunder). (d) Any elections or other decisions relating to such allocations Allocations of tax credit, tax credit recapture, and any items related thereto shall be made allocated to the Members according to their interests in such items as determined by the General Partner in any manner that reasonably reflects Board taking into account the purpose and intention principles of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Treasury Regulation Section 1.704-3(c)(3)(ii1(b)(4)(ii). (e) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 5.4 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 PartnerMember’s Capital Account or share of Profits, Losses, distributions or other items, or distributions items pursuant to any provision provisions of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinin this Section 3.6, for federal income tax purposes, (i) each item items of taxable income, gaincredit, deduction, gain and loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt corresponding item is allocated for book purposes under Sections 3.3, 3.4 and 3.5 of the corresponding item determined for Capital Account purposes. (a) Recapture of tax deductions arising out of a disposition of property shall, to the extent consistent with the allocations for tax purposes of the gain or expenditure amount realized giving rise to such credit is recapture, be allocated pursuant to Section 5.1 the parties in the same proportions as the recaptured deductions were originally allocated or 5.2claimed. (b) In accordance with Code To the extent required by Section 704(c) and of the Regulations thereunderCode, income, gain, loss loss, and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, partnership by a party shall be allocated shared among the Partners both parties so as to take account of any the variation between the adjusted basis of such Property the property to the Partnership for federal income tax purposes partnership and its initial Gross Asset Value (computed fair market value at the time of contribution. The parties intend that Section 704(c) shall effect no allocations of tax items that are different from the allocations under Sections 3.3, 3.4 and 3.5 of the corresponding items for Capital Account purposes; provided that gain or loss on the sale of property contributed to the tax partnership shall be allocated to the contributing party to the extent of built-in gain or loss, respectively, as determined under Treasury Regulation Section 1.704 -3(a). However, to the extent that allocations of tax items other than built-in gain and built-in loss are required pursuant to Section 704(c) of the Code to be made other than in accordance with the definition herein allocations under Sections 3.3, 3.4 and 3.5 of “Gross Asset Value”)the corresponding items for Capital Account purposes, Section 704(c) shall be applied in accordance with the available allocation method that most closely approximates the intended allocation of tax items under this tax partnership agreement. (c) In The parties understand the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of incometax items set forth in this Section 3.6, gain, loss and deduction agree to report consistently with respect to such asset shall take account of any variation between the adjusted basis of such asset allocations for federal income and state tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunderpurposes. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinAll income, gains, losses, deductions and credits of the Company shall be allocated, for federal federal, state and local income tax purposes, (i) each item among the Members in accordance with the allocation of such income, gaingains, loss losses, deductions and deduction credits among the Members for computing their Capital Accounts, except that if any such allocation for tax purposes is not permitted by the Code or other applicable law, the Company's subsequent income, gains, losses, deductions and credits shall be allocated among the Partners in the same manner as its correlative item of “book” incomeMembers for tax purposes, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the allocation set forth herein in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2computing their Capital Accounts. (b) In accordance with Code Section 704(c) and the Regulations thereunder, Items of Company taxable income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, Company shall be allocated among the Partners Members in accordance with Code Section 704(c) and the traditional method of Treasury Regulation Section 1.704-3(b) so as to take account of any variation between the adjusted basis of such Property property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Book Value”). (c) In If the event the Gross Asset Book Value of any Partnership asset Company property is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”Section 4.2, 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 Gross Asset Book Value in the same manner as under Code Section 704(c) and the Regulations thereunder). (d) Any elections or other decisions relating to such allocations Allocations of tax credit, tax credit recapture, and any items related thereto shall be made allocated to the Members according to their interests in such items as determined by the General Partner in any manner that reasonably reflects Board taking into account the purpose and intention principles of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Treasury Regulation Section 1.704-3(c)(3)(ii1(b)(4)(ii). (e) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 5.4 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 Partner’s Member's Capital Account or share of Profits, Losses, distributions or other items, or distributions items pursuant to any provision provisions of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinin this Section 11.6, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated for income tax purposes among the Partners Members and the Interest Holders in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 the terms and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2provisions of this ARTICLE XI. (b) In accordance with Code Notwithstanding subparagraph (a) of this Section 704(c) and the Regulations thereunder11.6, income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, Company by a Member shall be allocated among the Partners Members, pursuant to Regulations promulgated under Section 704(c) of the Internal Revenue Code, so as to take account of any variation the variation, if any, between the adjusted basis of such Property property to the Partnership for federal income tax purposes Company and its initial Gross Asset Value (computed in accordance with value. The Company shall account for such variation under any method approved under Section 704(c) of the definition herein Internal Revenue Code and the applicable Regulations as chosen by the Board of “Gross Asset Value”). (c) In Managers. If the event the Gross Asset Value value of any Partnership Company asset is adjusted pursuant to subparagraph (bd) of the definition herein Section 10.1 of “Gross Asset Value”this Operating Agreement, then subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation the variation, if any, between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value value in the same manner as under Code Section 704(c) of the Internal Revenue Code and the applicable Regulations, consistent with the requirements of Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii1(b)(2)(iv)(g), using any method approved under Section 704(c) of the Internal Revenue Code and “curative” allocations from disposition the applicable Regulations, as chosen by the Board of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B))Managers. Allocations pursuant to this subparagraph (b) of this Section 5.5 11.6 are solely for the purposes of federal, state, state and local income taxes and shall not affect, or in any way be taken into account in computing, the capital account of any PartnerMember or Interest Holder or any Member’s Capital Account or Interest Holder’s share of Net Profits, Net Losses, other items, tax items or distributions pursuant to any provision of this Operating Agreement.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners Members in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 5.1, 5.2 or 5.25.3. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner Tax Matters Member in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the PartnershipCompany, in the discretion of the General Partnerits discretion, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 PartnerMember’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (ai) Except as otherwise provided hereinin Section 6.2(c)(ii) hereof, for federal income tax purposespurposes under the Code and Regulations, (i) each Company item of income, gain, loss loss, deduction and deduction credit shall be allocated among between the Partners in the same manner Members as its correlative item of “book” income, gain, loss loss, deduction or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to this Section 5.1 or 5.26.2. (bii) In accordance Tax items with respect to Company property that is contributed to the Company with a Gross Asset Value that differs from its basis for federal or other income tax purposes in the hands of the contributing Member immediately prior to the contribution shall be allocated, solely for purposes of the relevant tax, between the Members pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Company shall account for such variation under the “Traditional Method” as set forth in Treasury Regulation Section 1.704-3(b) or any other method approved under Code Section 704(c) and the applicable Regulations thereunder, income, gain, loss as chosen by the Managing Member and deduction with respect agreed to any Property contributed to the capital by a majority of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event Class B Units. If the Gross Asset Value of any Partnership asset Company property is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”” herein, subsequent allocations of income, gain, loss loss, deduction and deduction credit with respect to such asset shall take account of any variation between the adjusted basis of such asset Company property for federal income tax purposes and its Gross Asset Value in a manner consistent with Code Section 704(c) and the same manner as Regulations promulgated thereunder under any method approved under Code Section 704(c) and the applicable Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made as chosen by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B))Managing Member. Allocations pursuant to this Section 5.5 6.2(c)(ii) 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 PartnerMember’s Capital Account or share of ProfitsNet Profit, LossesNet Loss, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal income tax purposesSubject to subsections 4.4(b), (ic) each item and (d) hereof, items of income, gain, loss and deduction and tax credits to be allocated for federal income tax purposes (collectively, "Tax Items") shall be allocated among the Partners as nearly as possible to the manner in which such items are allocated for purposes of determining the Capital Account balances pursuant to Section 4.1 hereof. (b) If any portion of gain from a Sale or other sale of Partnership property is treated as gain that is ordinary income by virtue of the application of Sections 1245 or 1250 of the Code ("Affected Gain"), then (i) such Affected Gain shall be allocated among the Partners in the same manner proportion as its correlative item of “book” income, gain, loss or deduction is allocated pursuant the depreciation and amortization deductions giving rise to Sections 5.1 and 5.2the Affected Gain were allocated, and (ii) each tax credit other Tax Items of gain of the same character that would have been recognized but for the application of Sections 1245 and/or 1250 of the Code shall be allocated away from those Partners who are allocated Affected Gain pursuant to clause (i) immediately above so that, to the extent possible, the other Partners in are allocated the same manner amount and type of capital gain as would have been allocated to those Partners had Sections 1245 and/or 1250 of the receipt Code not applied. For purposes of this subsection 4.4(b), in order to determine the proportionate allocations of depreciation and amortization deductions for each Fiscal Year, such deductions shall be deemed allocated on the same basis as Profits or expenditure giving rise to Losses for such credit is allocated pursuant to Section 5.1 or 5.2Fiscal Year. (bc) In accordance with Code Section 704(c) of the Code and the Regulations thereunder, income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any a variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) . In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”adjusted, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section section 704(c) of the Code and the Regulations thereunder. (d) . Any and all elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 subsection 4.4(c) 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 Partner’s 's Capital Account or share of Profits, Losses, other items, similar items or distributions pursuant to any provision of this Agreement. In addition, the General Partner may make curative allocations for the purpose of offsetting the effect of the "ceiling rule" in any manner permitted by the Regulations, including, but not limited to, in the manner permitted by Regulations Section 1.704-3(c) and Section 1.704-3T. (d) Partnership tax credits and other similar items shall be allocated to Partners in accordance with their respective Capital Account balances to the extent permitted under Section 1.704-1(b)(4)(ii) of the Regulations (or other applicable provisions of the Code and Regulations) and otherwise in accordance with such provisions.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinin Section 6.2(b) hereof, for federal income tax purposes, (i) each item all items of income, gain, loss loss, deduction and deduction credit of the Company for any tax period shall be allocated among the Partners Members in accordance with the same manner as its correlative item allocation of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 Profits and 5.2, Losses prescribed in this Article VI and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2Appendix 1 hereto. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance the same manner as under Code Section 704(c) and the Regulations thereunder; provided, however, that unless otherwise determined by Management Board, the Company shall not adopt the Traditional Method with Curative Allocations as defined under Regulations Section 1.704-3(c) or the definition herein Remedial Allocation Method as defined in Regulations Section 1.704-3(d) that would require any Member to report any item of “Gross Asset Value”income or gain for Code Section 704(c) purposes that differs in amount or timing from the taxable income that the Company allocates to such Member under Code Section 704(b). (c) . In the event the Gross Asset Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) Section A1 of the definition herein of “Gross Asset Value”Appendix 1 hereto, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, however, that unless otherwise determined by Management Board, the Company shall not adopt the Traditional Method with Curative Allocations as defined under Regulations Section 1.704-3(c) or the Remedial Allocation Method as defined in Regulations Section 1.704-3(d) that would require any Member to report any item of income or gain for Code Section 704(c) purposes that differs in amount or timing from the taxable income that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations Company allocates to such Member under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)704(b). Allocations pursuant to this Section 5.5 6.2 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 PartnerMember’s Capital Account or share of Profits, Losses, Losses or other items, items or distributions pursuant to any provision of this Agreement. (c) The Members are aware of the income tax consequences of the allocations made by this Article VI and Appendix 1 hereto and hereby agree to be bound by the provisions of this Article VI and Appendix 1 hereto in reporting their distributive shares of the Company’s taxable income and loss for income tax purposes.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”).. The Partnership shall use the remedial method of allocations specified in Treas. Reg. §1.704-3(d), or successor regulations, unless otherwise required by law, with respect to the initial contribution property set forth on Schedule I. (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (ai) Except as otherwise provided hereinin Section 5.3(c)(ii), Section 5.3(c)(iii), and Section 5.3(d), for federal income tax purposespurposes under the Code and the Treasury Regulations, (i) each Partnership item of income, gain, loss loss, deduction and deduction shall credit will be allocated among between the Partners in the same manner as its correlative item of “book” income, gain, loss loss, deduction or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2.this Article V. (bii) In accordance Tax items with respect to Partnership assets that are contributed to the Partnership with a Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution will be allocated between the Partners for income tax purposes pursuant to Treasury Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Partnership will account for such variation under any method approved under Code Section 704(c) and the applicable Treasury Regulations thereunderand, incomethe Parties agree that, gain, loss unless and deduction with respect to any Property contributed until a different method is selected pursuant to the capital provisions of this Agreement, the Partnership shall, solely for tax purposes, be allocated among shall use the Partners so as remedial method pursuant to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”Treasury Regulations Section 1.704-3(d). (c) In the event . If the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”” herein, subsequent allocations of income, gain, loss loss, deduction and deduction credit with respect to such Partnership asset shall will take account of any variation between the adjusted basis of such Partnership asset for U.S. federal income tax purposes and its Gross Asset Value in a manner consistent with Code Section 704(c) and the same manner as Treasury Regulations promulgated thereunder under any method approved under Code Section 704(c) and the applicable Treasury Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made as chosen by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 5.3(c)(ii) are solely for purposes of U.S. federal, state, state and local taxes and shall will not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of net Profits, Losses, net Losses and any other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided hereinin this Section 5.06, for federal income tax purposes, (i) each item of income, gain, loss and deduction of the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is such items are allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) for book purposes under this Article 5. 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 Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (cb) In the event the Gross Asset Value of any Partnership asset Property is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss 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 Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Treasury Regulations Sections 1.1245-1(e) and 1.250-1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.06(c), be characterized as “recapture income” in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 5.06 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (cb) In the event the Gross Asset Value of any asset of the Partnership asset is shall be adjusted pursuant to subparagraph (b) the provisions of the definition herein of “Gross Asset Value”this Agreement, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) of the Code and the Treasury Regulations thereunder. (dc) Any elections or other decisions relating to such Section 704(c) allocations shall be made by the General Partner Partners in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code . Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. (d) The Partnership shall use the “remedial allocation method” (as defined in Regulations Section 1.704-3(d) for purposes of computing reverse section 704(c) allocations with respect to property for which differences between Gross Asset Value and adjusted tax basis created when the Partnership revalued Partnership property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f) as of March 19, 1996 in connection with the distribution to, and reduction in partnership interest of, the General Partner effected on that date. The Partnership shall apply the remedial allocation method in a manner that creates remedial allocations only with respect to 29% of the Partnership’s assets as of March 19, 1996. It is agreed for this purpose that the Gross Asset Values of the Partnership’s tangible assets as of March 19, 1996 equaled their then current book values (as determined under Generally Accepted Accounting Principles), and that the MACRS recovery period and depreciation method set forth in Section 168(b)(1) of the Code shall be used for purposes of computing applicable Depreciation deductions attributable to any excess of such Gross Asset Values over tax basis. It is further agreed for this purpose that, with respect to the Gross Asset Value of the Partnership’s intangible property (e.g. goodwill), the excess of such Gross Asset Value over tax basis shall be amortized ratably over the 15-year period beginning with March 19, 1996 in accordance with Section 197 of the Code. The tax deductions created by the remedial allocation method shall be allocated to GE Tennessee, and the offsetting remedial allocations of tax income shall be allocated to Penske. (e) The Partnership shall use the “traditional method” (as defined in Regulations Section 1.704-3(b)) with respect to any asset contributed to the Partnership by RTLC-AC or Holdco whose Gross Asset Value differs from its adjusted tax basis for federal income tax purposes. In addition, the Partnership shall account for any goodwill of the Partnership with respect to which there is a Code Section 754(b) basis adjustment consistent with the provisions of Regulations Section 1.197-2 (including, without limitation, Regulations Section 1.197-2(k), Example 31).

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinin Section 6.03(b) hereof, for federal income tax purposes, (i) purposes under the Code and the Regulations each Company item of income, gain, loss loss, deduction and deduction credit shall be allocated among the Partners in the same manner Members as its correlative item of “book” income, gain, loss loss, deduction or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2this Article VI. (b) In accordance Tax items with respect to any Company asset that is contributed to the Company with a Gross Asset Value that varies from its basis in the hands of the contributing Member immediately preceding the date of contribution shall be allocated among the Members for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Company shall account for such variation using any method approved under Code Section 704(c) and the applicable Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to as chosen by the capital Board of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event Managers. If the Gross Asset Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”” herein, subsequent allocations of income, gain, loss loss, deduction and deduction credit 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 Gross Asset Value in a manner consistent with Code Section 704(c) and the same manner as applicable Regulations using any method approved under Code Section 704(c) and the applicable Regulations thereunderas chosen by the Board of Managers. Any (i) recapture of Depreciation or any other item of deduction shall be allocated, in accordance with Regulations Section 1.1245-1(e), to the Members that received the benefit of such deductions (taking into account the effect of remedial allocations), and (ii) recapture of tax credits shall be allocated to the Members in accordance with applicable Law. Tax credits of the Company shall be allocated among the Members as provided in Regulations Sections 1.704-(b)(4)(ii) and 1.704-1(b)(4)(viii). 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 Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Regulations Section 1.704-1(b)(4)(x). (dc) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 6.03(b) 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 PartnerMember’s Capital Account or share of Net Profits, Losses, Net Losses and any other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal For income tax purposes, (i) each item all items of income, gain, loss loss, deduction and deduction credit shall be allocated among the Partners Members in the same manner as its correlative item set forth in Section 4.2; provided, however, that (i) all items of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property property contributed to the capital Company by a Member (or revalued pursuant to the last sentence of Section 4.1(a)) shall be allocated for income tax purposes so as to take into account any variation between the adjusted tax basis of such property and its Agreed Value at the time of contribution (or the event requiring revaluation) in accordance with Section 704(c) of the Partnership Code (and Treasury Regulations Section 1.704-1(b)(2)(iv)(f) and the remedial method described in Treasury Regulations Section 1.704-3(d)); (ii) any gain arising from a Disposition of Company Property that is characterized as ordinary income pursuant to Section 1245 or 1250 or any other applicable provision of the Code shall, solely to the extent that other items can be allocated in such a way that this proviso does not affect the total amount of taxable income or loss allocable to any Member for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership Members who were allocated the depreciation or other deductions giving rise to such ordinary income in proportion to the deductions allocated to such Members (treating any such deductions allowable to any Member or Affiliate thereof for federal income tax purposes any period during which the Company Property was held by such Member or Affiliate as deductions allocable to such Member); and its initial Gross Asset Value (computed iii) creditable foreign taxes shall be allocated in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)1(b)(4)(viii). Allocations Any increase (or decrease) in taxable income or loss resulting from adjustments to the basis of Company Property made pursuant to this Section 5.5 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 Partner’s Capital Account by the Member or share of Profits, Losses, other items, or distributions pursuant Members to any provision of this Agreement.which such adjustment is attributable. *** Confidential treatment requested

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners Members in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or and 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner Board in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the PartnershipCompany, in the discretion of the General PartnerBoard, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 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 PartnerMember’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (ai) Except as otherwise provided hereinin Section 6.3(c)(ii), Section 6.3(c)(iii), and Section 6.3(d), for federal income tax purposespurposes under the Code and the Treasury Regulations, (i) each Company item of income, gain, loss loss, deduction and deduction shall credit will be allocated among between the Partners in the same manner Members as its correlative item of “book” income, gain, loss loss, deduction or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2this Article VI. (bii) In accordance Tax items with respect to Company assets that are contributed to the Company with a Gross Asset Value that varies from its basis in the hands of the contributing Member immediately preceding the date of contribution will be allocated between the Members for income tax purposes pursuant to Treasury Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Company will account for such variation under any method approved under Code Section 704(c) and the applicable Treasury Regulations thereunderand, the Parties agree that, unless and until a different method is selected pursuant to the provisions of this Agreement, the Company shall use the remedial method pursuant to Treasury Regulations Section 1.704-3(d). If the Gross Asset Value of any Company asset is adjusted pursuant to the definition of “Gross Asset Value” herein, subsequent allocations of income, gain, loss loss, deduction and deduction credit with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to such Company asset will take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such Company asset for U.S. federal income tax purposes and its Gross Asset Value in a manner consistent with Code Section 704(c) and the same manner as Treasury Regulations promulgated thereunder under any method approved under Code Section 704(c) and the applicable Treasury Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made as chosen by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B))Company. Allocations pursuant to this Section 5.5 6.3(c)(ii) are solely for purposes of U.S. federal, state, state and local taxes and shall will not affect, or in any way be taken into account in computing, any PartnerMember’s Capital Account or share of net Profits, Losses, net Losses and any other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinin 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) of the Company will be allocated, for federal federal, state and local income tax purposes, (i) each item among the holders of Units in accordance with the allocation of such income, gaingains, loss losses, deductions and deduction shall be allocated credits among the Partners in the same manner as its correlative item holders of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2Units for book purposes. (b) In accordance with Code Section 704(c) and the Regulations thereunder, Items of Company taxable income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, Company shall be allocated among the Partners 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 property to the Partnership for federal income tax purposes Company and its initial Gross Asset Book Value (computed using such method or methods determined by the Managing Member to be appropriate and in accordance with the definition herein applicable Treasury Regulations; provided, however, that notwithstanding anything to the contrary, the Company shall elect to use the “traditional method with curative allocations” within the meaning of “Gross Asset Value”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 a contribution of cash by PubCo at the time of the IPO, and in respect of revaluations of such property following the Initial Public Offering, with such curative allocations limited to gain from the sale of such section 197 intangibles as described in Treasury Regulations Section 1.704-3(c)(3)(iii)(B). (c) In If the event the Gross Asset Book Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”Section 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 Gross Asset Book Value in the same manner as under Code Section 704(c) and the Regulations thereunder). (d) Any elections or other decisions relating to such allocations Allocations of tax credits, tax credit recapture, and any items related thereto shall be made allocated to the holders of Units according to their interests in such items as determined by the General Partner in any manner that reasonably reflects Managing Member taking into account the purpose and intention principles of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Treasury Regulation Section 1.704-3(c)(3)(ii1(b)(4)(ii). (e) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 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 Partnerholder’s Capital Account or share of Profitsbook income, Lossesgain, loss or deduction, Distributions or other items, or distributions Company items pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as Unless otherwise provided hereinrequired by Sections 704(b) and (c) of the Code or the Treasury Regulations promulgated thereunder, for federal income tax purposes, (i) each item all items of income, gain, loss loss, deduction or credit, as determined for federal, state and deduction shall local tax purposes, will be allocated among the Partners in the same manner as its correlative item the corresponding items of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is are allocated pursuant to Section 5.1 or 5.29.1. (b) In accordance with Code Section 704(c) of the Code and the applicable Treasury Regulations thereunder, any income, gain, loss and or deduction with respect to any Property property contributed to the capital of the Partnership shallPartnership, or with respect to any property which has a Gross Asset Value different than its adjusted tax basis at the time of the contribution, will, solely for federal income tax purposes, be allocated among the Partners so as to take into account of any variation between the adjusted tax basis of such Property property and the Gross Asset Value of such property. The General Partner shall cause the Partnership to elect any method of allocation permitted by Treasury Regulations Section 1.704-3 with respect to such allocation. Partners shall provide the Partnership with the adjusted tax basis of any property contributed to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”)to enable such allocation to be made. (c) In The General Partner shall be authorized in its sole discretion to make appropriate adjustments to the event the Gross Asset Value allocations of any Partnership asset is adjusted pursuant items to subparagraph (b) comply with Section 704 of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 9.2 are made solely for tax purposes of federal, state, and local taxes and shall will not affectoffset, or in any way be taken into account in computing, any Partner’s Capital Account balance or share of Profits, Losses, other itemsPartnership distributions. Each Partner is aware of the income tax consequences of the allocations made by this Agreement and agrees to be bound by the provisions of this Article IX in reporting its share of Partnership income and loss for income tax purposes. The General Partner also shall be authorized in its sole discretion to make all elections required or permitted to be made by the Partnership under the Code (including but not limited to an election under Section 754 or Section 743(e) of the Code and the safe harbor election provided for by the Proposed Revenue Procedure included in Notice 2005-43, or distributions pursuant any similar election provided in a final revenue procedure or other published guidance relating to the compensatory transfer of partnership interests (the latter election, a “Safe Harbor Election”)), in the manner that the General Partner determines will be most advantageous to the Partnership. Each Partner agrees to comply with all requirements of the Proposed Revenue Procedure included in Notice 2005-43, or any provision similar final revenue procedure or other published guidance relating to the compensatory transfer of this Agreementpartnership interests, if a Safe Harbor Election is made, in a manner consistent with such election.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided hereinin this Section 5.6, for federal income tax purposes, (i) each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Partners Members in the same manner as its correlative item of “book” income, gain, loss or deduction is such items are allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) for book purposes under this Article V. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Common Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (cb) In the event the Gross Asset Value of any Partnership asset Property is adjusted pursuant to subparagraph (bii) of the definition herein of “Gross Asset Value”, subsequent allocations of 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 Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Common Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Common Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the General Partner Tax Matters Member in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 5.6 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 PartnerMember’s Capital Account or share of Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided hereinin this Section 5.06, for federal income tax purposes, (i) each item of income, gain, loss and deduction of the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is such items are allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) for book purposes under this Article 5. 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 Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (cb) In the event the Gross Asset Value of any Partnership asset Property is adjusted pursuant to subparagraph (bii) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss 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 Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Treasury Regulations Sections 1.1245-1(e) and 1.250-1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.06(c), be characterized as “recapture income” in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 5.06 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinFor United States federal, for federal state and local income tax purposespurposes only (“U.S. Tax Purposes”), (i) each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as its correlative item of the corresponding “book” income, gain, loss or deduction is items are allocated pursuant to Sections 5.1 3.3 and 5.2, and (ii) each tax credit shall be allocated to the Partners 3.4; provided that in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value case of any Partnership asset is the Carrying Value of which differs from its adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”tax basis for United States federal income tax purposes, subsequent allocations of income, gain, loss and deduction with respect to such asset shall be allocated solely for US. Tax Purposes in accordance with the principles of §§ 704(b) and (c) of the Code and the Treasury Regulations promulgated thereunder (in any manner determined by the General Partner) so as to take account of any variation the difference between the Carrying Value and adjusted tax basis of such asset asset. (b) If any Partner Transfers its Interest, all income, gain or loss allocable to such Interest shall be allocated between the transferor and transferee using any method permitted under the Code and Treasury Regulations as selected by the Tax Matters Partner. (c) If the Partnership makes in kind distributions pursuant to Section 4.1, then, for United States federal income tax purposes only, taxable gain and its Gross Asset Value taxable loss on the Disposition of such Investment will be specially allocated among the Partners such that, to the extent possible, (i) Partners who receive cash or other proceeds from such Disposition rather than in kind distributions will be allocated taxable gain and loss equal to the same manner amount of taxable gain and loss they would have been allocated as under Code if all shares were sold and no in kind distributions were made, and (ii) subject to clause (i) of this sentence, Partners who receive only in kind distributions will be allocated no taxable gain or loss. For purposes of this Section 704(c3.5(c), taxable gain and taxable loss will be computed without regard to any adjustments described in § 734(b) and or § 743(b) of the Regulations thereunderCode. (d) Any elections or other decisions relating Notwithstanding anything in this Section 3.5 to such allocations shall be made by the contrary (but subject to Section 3.6), the General Partner in any manner that may make such allocations as it deems reasonably reflects necessary or appropriate to give economic effect to the purpose and intention provisions of this Agreement; provided, that the Partnership, in the discretion of Agreement taking into account such facts and circumstances as the General Partner, may make, Partner deems reasonably necessary or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” appropriate for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreementpurpose.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinThe income, gains, losses, deductions and credits of the Partnership will be allocated, for U.S. federal (and applicable state and local) income tax purposes, among the Partners in accordance with the allocation of such income, gains, losses, deductions and credits among the Partners for computing their Capital Accounts; provided, that if any such allocation is not permitted by the Code or other applicable Law, the Partnership’s subsequent income, gains, losses, deductions and credits will be allocated among the Partners so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) Cost and percentage depletion deductions with respect to 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 Section 613A(c)(7)(D) of the Code; 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 Section 704(c) of the Code, the Treasury Regulations thereunder and the portions of the Treasury Regulations under Section 704(b) that apply the principles of Section 704(c), using the “remedial method”, as described in Treasury Regulations Section 1.704-3(d). (c) 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) each item 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, loss deduction or loss, as computed for U.S. federal income tax purposes, in order to eliminate differences between Simulated Basis and deduction adjusted U.S. federal income tax basis with respect to Depletable Properties, in such manner as determined consistent with the principles of Section 704(c) of the Code, the Treasury Regulations thereunder and the portions of the Treasury Regulations under Section 704(b) that apply the principles of Section 704(c), using the “remedial method”, as described in Treasury Regulations Section 1.704-3(d). The provisions of this Section 5.04(c) and the other provisions of this Agreement relating to allocations under Section 613A(c)(7)(D) of the Code are intended to comply with Treasury Regulations Section 1.704-1(b)(4)(v) and shall be allocated among the Partners interpreted and applied in the same a manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to consistent with such credit is allocated pursuant to Section 5.1 or 5.2Treasury Regulations. (bd) In 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 Code Section 704(cthe 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. (e) and the Regulations thereunder, Items of Partnership taxable income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, shall be allocated among the Partners in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such Property property to the Partnership for U.S. federal income tax purposes and its initial Gross Asset Book Value (computed using the “remedial method”, as described in accordance with the definition herein of “Gross Asset Value”Treasury Regulations Section 1.704-3(d). (cf) In If the event the Gross Asset Book Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”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 Gross Asset Book Value in the same manner as under Code Section 704(c) and using the “remedial method”, as described in Treasury Regulations thereunderSection 1.704-3(d). (dg) Any elections or other decisions relating If, as a result of an exercise of a noncompensatory option (including the Warrants) to such acquire an interest in the Partnership, a Capital Account reallocation is required under Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Partnership shall make corrective allocations pursuant to Treasury Regulations Section 1.704-1(b)(4)(x). (h) Allocations of tax credits, tax credit recapture, and any items related thereto shall be made allocated to the Partners pro rata as determined by the General Partner in any manner that reasonably reflects taking into account the purpose and intention principles of this Agreement; provided, that Treasury Regulations Section 1.704-1(b)(4)(ii). (i) For purposes of determining a Partner’s pro rata share of the Partnership, in the discretion of the General Partner, may make, or not make, ’s “curativeexcess nonrecourse liabilities” or “remedial” allocations (within the meaning of the Treasury Regulations under Code Section 704(c1.752-3(a)(3), each Partner’s interest in income and gain shall be in proportion to its Percentage Interests. (j) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 5.04 are solely for purposes of federal, state, U.S. federal (and local applicable state and local) income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, Distributions or other items, or distributions Partnership items pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal For income tax purposes, (i) each item purposes all items of income, gain, loss loss, deduction and deduction credit shall be allocated among the Partners Members in the same manner as its correlative item set forth in Section 4.2; provided, that: (i) all items of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property property contributed to the capital Company by a Member (or revalued pursuant to the last sentence of the Partnership shall, solely for tax purposes, Section 4.1(a)) shall be allocated among the Partners for income tax purposes so as to take into account of any variation between the adjusted tax basis of such Property to the Partnership for federal income tax purposes property and its initial Gross Asset Agreed Value at the time of contribution (computed or the event requiring revaluation) in accordance with Section 704(c) of the definition herein Code (and Treasury Regulation Section 1.704-l(b)(2)(iv)(f)). The Members intend that Section 704(c) be applied in a manner such that MSG Member is allocated any depreciation and amortization deductions that are attributable to its purchased tax basis in the assets it is deemed to have purchased pursuant to Section 8.5 of “Gross Asset Value”the Formation Agreement. To achieve such allocation, the Company may use: i) curative allocations as provided by Section 1.704-3(c) of the Treasury Regulations; or ii) remedial allocations as provided by Section 1.704-3(d) of the Treasury Regulations, as determined by the Tax Matters Member. Creditable foreign taxes shall be allocated in accordance with Treasury Regulation§ 1.704-l(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 Section 743 of the Code shall be taken into account by the Member or Members to which such adjustment is attributable. (b) In the event that the Code or any Treasury Regulations require allocations of items of income, gain, loss, deduction or credit different from those set forth in this Article 4, the Tax Matters Member is hereby authorized to make new allocations in reliance on the Code and such Treasury Regulations, and no such new allocation shall give rise to any claim or cause of action by any Member; provided, that the Tax Matters Member shall further make such other offsetting allocations of items of income, gain, loss, deduction or credit, to the extent permitted under the Code and Treasury Regulations, as may be required such that, considered together with such new allocations, resulting overall allocations of Net Income and Net Loss hereunder shall, to the greatest extent possible, be made in accordance with Section 4.2(a). (c) In the event the Gross Asset Value For purposes of any Partnership asset is adjusted pursuant to subparagraph (b) determining a Member’s proportional share of the definition herein Company’s “excess nonrecourse liabilities” within the meaning of “Gross Asset Value”Treasury Regulation Section 1.752-3(a)(3), subsequent allocations of income, gain, loss and deduction with respect to each Member’s interest in Net Income shall be such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunderMember’s Percentage Share. (d) Any elections If the Internal Revenue Service makes any adjustment pursuant to Section 482 of the Code with respect to any transaction between a Member (or other decisions relating to such an Affiliate of a Member) and the Company, Net Income and Net Loss shall nonetheless be determined on the basis of the terms of the transaction as agreed by the parties, and appropriate allocations shall be made by for tax purposes to reflect the General Partner in any manner that reasonably reflects economic arrangement between the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreementparties.

Tax Allocations. Code Section 704(c) (a) 10.4.1 Except as otherwise provided hereinset forth in this Section 10.4, allocations for federal income tax purposespurposes of items of income, (i) gain, loss, deduction, and credits, and basis therefor, shall be made in the same manner as such items are allocated in computing Capital Accounts as set forth in Sections 10.1, 10.2 and 10.3 hereof. In applying this Section 10.4, each item of income, gain, loss loss, deduction, and deduction credits for a taxable year not specially allocated shall be allocated among the Partners in the same manner proportions as its correlative item the allocation of “book” Profits and Losses for such taxable year. 10.4.2 In the event of a contribution of property other than cash to the Company, income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2loss, deduction, and (ii) each tax credit credits with respect to such contributed property shall be allocated shared among the Members solely for tax purposes so as to take account of the variation between the basis of the property to the Partners Company and its initial Gross Asset Value at the time of contribution in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) 10.4.3 In the event the Gross Asset Value book value of any Partnership Company asset is adjusted pursuant to subparagraph (bequal its fair market value in accordance with Regulations Sections 1.704-1(b)(2)(iv)(d) of the definition herein of “Gross Asset Value”and 1.704-1(b)(2)(iv)(f), subsequent allocations of income, gain, loss and deduction 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 Gross Asset Value in the same manner as under fair market value pursuant to Code Section 704(c) and the Regulations thereunder, using such allocation method permitted thereunder as selected by the Members. 10.4.4 To the extent of any recapture income resulting from the sale or other taxable disposition of assets of the Company, the amount of any gain from such disposition allocated to a Member (dor a successor in interest) for federal income tax purposes pursuant to the above provisions shall be deemed to be recapture income to the extent that such Member has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as recapture income. 10.4.5 The items of income, gain, deduction and loss for tax purposes allocated to the Members pursuant to this Section 10.4 shall not be reflected in the Members’ Capital Accounts. Any elections or other decisions relating to such allocations shall be made by the General Partner Managers in any manner that reasonably reflects the purpose and intention intent of this Agreement; provided, that Agreement and is consistent with the Partnership, in economic arrangement among the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this AgreementMembers.

Tax Allocations. Code Section 704(c) (ai) Except as otherwise provided hereinset forth in Sections 8.01(d)(ii) and (iii), for federal income tax purposeseach Tax Year, (i) each item items of taxable income, deduction, gain, loss and deduction or credit shall be allocated for income tax purposes among the Partners Members in the same manner as its correlative item of “book” income, gain, loss or deduction is their corresponding book items were allocated pursuant to Sections 5.1 and 5.28.01(b), 8.01(c), and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to 12.05 for such credit is allocated pursuant to Section 5.1 or 5.2Tax Year. (bii) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property asset contributed (or deemed contributed for U.S. federal income tax purposes) to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property asset to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”) (A) with respect to the assets contributed (or deemed contributed for U.S. federal income tax purposes) by HoldCo, using the “remedial method” described in Treasury Regulations Section 1.704-3(d), or with the consent of all Members, which consent shall not be unreasonably withheld or delayed, any other method permitted by Treasury Regulations Section 1.704-3 and (B) with respect to all other assets contributed (or deemed contributed for U.S. federal income tax purposes) to the Company using the “traditional method” described in Treasury Regulations Section 1.704-3(b). (ciii) In the event the Gross Asset Value of any Partnership asset of the Company is adjusted pursuant to subparagraph (bii) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis Gross Asset Value of such asset for federal income tax purposes immediately prior to such adjustment and its the Gross Asset Value in the same manner as under Code of such asset giving effect to such adjustment (a “Reverse Section 704(c) Layer”) as provided under Section 704(c) of the Code and the Treasury Regulations thereunderpromulgated thereunder using (A) with respect to a Reverse Section 704(c) Layer resulting from a positive adjustment, the “remedial method” described in Treasury Regulations Section 1.704-3(d) and (B) with respect to a Reverse Section 704(c) Layer or similar amount resulting from a negative adjustment, any method determined by the Tax Matters Member in its reasonable discretion. (div) Any elections or other decisions relating to such allocations shall be made by In the General Partner in any manner that reasonably reflects the purpose and intention event of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, a “curative§ 1.752-7 liability transfer” or “remedial” allocations (within the meaning of the Treasury Regulations under Code Section 704(c1.752-7(b)(4)) includingto the Company, but not limited to, “curative” allocations which offset items arising in connection with the effect satisfaction (in whole or in part) of the “ceiling rule” for a prior Taxable Year § 1.752-7 liability (within the meaning of Regulation Treasury Regulations Section 1.752-7(b)(8)) shall, solely for tax purposes, be allocated among the Members in accordance with the provisions of Treasury Regulations Sections 1.752-7 and 1.704-3(a)(12) and using the “remedial method” described in Treasury Regulations Section 1.704-3(c)(3)(ii3(d). (v) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 Sections 8.01(d)(ii), (iii) and (iv) 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 PartnerMember’s Capital Account or share of ProfitsProfit, LossesLoss, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (cb) In the event the Gross Asset Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (dc) Any elections or other decisions relating to such allocations shall be made by the General Partner Management Committee in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the PartnershipCompany, in the discretion of the General PartnerManagement Committee, may make, or not make, “"curative” " or “"remedial” " allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “"curative” " allocations which offset the effect of the “"ceiling rule” " for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “"curative” " allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 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 Partner’s Member's Capital Account or share of Profits, Losses, other items, or distributions (other than Tax Distributions) pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinin this Section 6.3, for federal income tax purposes, (i) each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners Members in the same manner as the receipt or expenditure giving rise to such credit is corresponding items are allocated pursuant to under Section 5.1 or 5.26.1 and Section 6.2. (b) When the Tax Book Value of a Company asset is different from its adjusted tax basis for income tax purposes, then, solely for federal, state and local income tax purposes, income, gain, loss, deduction and credit with respect to such asset, or tax basis with respect to Depletable Property, (each, a “Section 704(c) Asset”) will be allocated among the Members to take this difference into account in accordance with the principles of Code Section 704(c), as set forth herein and in the Treasury Regulations thereunder and under Code Section 704(b). In the case of Depletable Property constituting a Section 704(c) Asset that is treated as contributed by a Member (the “Contributing Member”) to the Company, the adjusted tax basis of such Depletable Property as of the time of contribution shall be allocated to the Member other than the Contributing Member (the “Noncontributing Member”) in an amount equal to the lesser of (i) the Depletable Property’s adjusted tax basis and (ii) the Noncontributing Member’s Percentage Interest share of the Simulated Basis of the Depletable Property, and any remaining unallocated portion of the adjusted tax basis shall be allocated to the Contributing Member. In the case of any Depletable Property theretofore held by the Company that becomes a Section 704(c) Asset as a result of the adjustment of its Tax Book Value, the adjusted tax basis theretofore allocated to the Members shall be reallocated among the Members under similar principles adopted, subject to Section 2.1 hereof, by the Tax Matters Member. Except to the extent otherwise required by final Treasury Regulations, the calculation and allocations eliminating the differences between Tax Book Value and adjusted tax basis of any other Section 704(c) Assets will be made pursuant to the “Remedial Allocation Method” set forth in Treasury Regulations Section 1.704-3(d). For the avoidance of any doubt, it is the intention of the Members that allocations pursuant to this Section 6.3(b) be applied in a manner which enables the BG Member to realize the tax benefits in the same amount and at the same rate and character as if the BG Member had purchased its share of the Company’s assets on the Closing Date as an outright asset purchase. (c) The deduction for depletion with respect to each Depletable Property and the gain or loss on the sale or other disposition by the Company of each Depletable Property shall, in accordance with Code Section 704(c613A(c)(7)(D), be computed for federal income tax purposes separately by the Members rather than the Company. Each Member shall 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 Company. Upon the request of the Company, each Member shall advise the Company 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 Company may rely on such information and, if it is not provided by the Member, may make such reasonable assumptions as it shall determine with respect thereto. (d) Except as provided in Section 6.3(a), for the purposes of the separate computation of gain or loss by each Member on the sale or disposition of each Depletable Property, the Company’s allocable share of the “amount realized” (as such term is defined in Code Section 1001(b)) from such sale or disposition shall be allocated for federal income tax purposes among the Members as follows: (i) first, to the extent such amount realized constitutes a recovery of the Simulated Basis of the property, to the Members in the same percentages as the depletable basis of such property was allocated to the Members pursuant to Section 6.3(b); and (ii) the remainder of such amount realized, if any, shall be allocated among the Members in the same manner as the corresponding item is allocated under Section 6.1(a). (e) Allocations pursuant to this Section 6.3 are solely for purposes of federal and applicable state taxes and will not be taken into account in computing any Member’s Capital Account. (f) The Members agree to be bound by the Regulations thereunder, provisions of this Article 6 in reporting their shares of the Company income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinAll income, gains, losses, deductions and credits of the Company shall be allocated, for federal federal, state and local income tax purposes, (i) each item among the Members in accordance with the allocation of such income, gaingains, loss losses, deductions and deduction credits among the Members for computing their Capital Accounts, except that if any such allocation for tax purposes is not permitted by the Code or other applicable law, the Company's subsequent income, gains, losses, deductions and credits shall be allocated among the Partners in the same manner as its correlative item of “book” incomeMembers for tax purposes, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the allocation set forth herein in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2computing their Capital Accounts. (b) In accordance with Code Section 704(c) and the Regulations thereunder, Items of Company taxable income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, Company shall be allocated among the Partners Members in accordance with Code Section 704(c) and the traditional method of Treasury Regulation Section 1.704-3(b) so as to take account of any variation between the adjusted basis of such Property property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Book Value”). (c) In If the event the Gross Asset Book Value of any Partnership asset Company property is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”Section 4.2, 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 Gross Asset Book Value in the same manner as under Code Section 704(c) and the Regulations thereunder). (d) Any elections or other decisions relating to such allocations Allocations of tax credit, tax credit recapture, and any items related thereto shall be made allocated to the Members according to their interests in such items as determined by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion President or Secretary of the General Partner, may make, or not make, “curative” or “remedial” allocations (within Company taking into account the meaning principles of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Treasury Regulation Section 1.704-3(c)(3)(ii1(b)(4)(ii). (e) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 5.4 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 Partner’s Member's Capital Account or share of Profits, Losses, distributions or other items, or distributions items pursuant to any provision provisions of this Agreement.

Tax Allocations. Code Section 704(c) (ai) Except For each Fiscal Year, each Series shall be treated as otherwise provided herein, if it were a separate business entity under applicable Treasury Regulations. The Tax Items allocated by each Series among its Units shall be allocated for federal income tax purposes, purposes among such Units in a manner as to reflect equitably amounts credited or debited to each Member’s Capital Account(s) for the current and prior Fiscal Years (i) each item of income, gain, loss and deduction or relevant portions thereof). Allocations under this Section 3.5 shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated made pursuant to Sections 5.1 the principles of Section 704(b) and 5.2704(c) of the Code, and Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), 1.704-1(b)(4)(i) and 1.704-3(e), as applicable, or the successor provisions to such Code Sections and Treasury Regulations. (ii) each For the avoidance of doubt, consistent with Section 3.5(a)(i), the Sponsor shall allocate Tax Items to the greatest extent possible so as to equalize the tax credit basis and Capital Accounts of the Units of such Series. (iii) Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Partners in Members such gains or income as shall be necessary to satisfy the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to “Qualified Income Offset” requirements of Treasury Regulations Section 5.1 or 5.21.704-1(b)(2)(ii)(d). (b) In accordance with If the Code Section 704(c) and the or Treasury Regulations thereunder, income, gain, loss and deduction require a withholding or other adjustment with respect to the Units of a given Series held by any Property contributed to Member or some other interim year event occurs necessitating in the capital Sponsor’s judgment an equitable adjustment, the Sponsor shall make such adjustments and/or allocations among the Members of the Partnership shallaffected Series of capital, solely for tax purposesincome and expense items, Series Percentage, Tax Items, accounting procedures or such other financial matters as the Sponsor believes shall equitably take into account such interim year event and applicable provisions of Law, and the determination thereof by the Sponsor shall be allocated among the Partners so final and conclusive as to take account all of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”)Members. (c) In the event the Gross Asset Value case of Prior Period Adjustments, and any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent other non-pro rata allocations of incomecapital, gainincome and expense items to fewer than all Members of a Series as provided herein, loss the Sponsor shall allocate the associated Tax Items with regard so as equitably to reflect the affected Members’ respective economic gains and deduction with respect to losses from such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunderallocations. (d) Any elections or other decisions relating The Sponsor may, but shall not be obligated to, allocate Tax Items on a gross rather than net basis, and may also allocate Tax Items differently to such differently situated Members and former Members, to the extent that doing so is permissible under the Code and the Treasury Regulations. (e) Tax allocations shall be made between the Transferee and Transferor of Units so as to reflect as closely as practicable the economic gain or loss experienced by each with respect to such Units during the Fiscal Year in which the Transfer occurred. (f) To the extent permitted by the General Partner applicable Treasury Regulations, the Sponsor may make adjustments to the method in any manner that reasonably reflects which allocations are made by each Series among the purpose and intention Units of this Agreement; provided, that such Series as the Partnership, in the discretion of the General Partner, Sponsor may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreementdeem reasonable.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section Sections 5.1 or and 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”).. The Partnership shall use the remedial method of allocations specified in Treas. Reg. §1.704-3(d), or successor regulations, unless otherwise required by law, with respect to the initial contribution property set forth on Schedule I. (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided herein, for For federal income tax purposes, (i) except as otherwise provided in Section 17(b), each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative corresponding item of “book” book income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.216. (b) In accordance with Code Section 704(c) of the Code and the Regulations thereunder, income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners under any reasonable method selected by the Designated Partner so as to take account of any variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event . If the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph clause (bii) or (iv) of the definition herein of “Gross Asset Value”thereof, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) . Any elections or other decisions relating to such allocations shall be made by the General Designated Partner in any a manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 17(b) 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 Partner’s 's Capital Account or share of Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement. (c) The provisions of this Section 17 (and other related provisions in this Agreement) pertaining to the allocation of items of Partnership income, gain, loss, deductions, and credits shall be interpreted consistently with the Regulations, and to the extent unintentionally inconsistent with such Regulations, shall be deemed to be modified to the extent necessary to make such provisions consistent with the Regulations.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinin this Section 6.5, for federal U.S. federal, state, and local income tax purposes, (i) each item all items of Company income, gain, loss loss, deduction and deduction credit, shall be allocated among the Partners Members in the same manner proportion as its correlative item of “book” Net Profit or Net Loss are allocated among the Members for such Taxable Year; provided, that, if any such allocation is not permitted by the Code or other applicable law, the Company’s subsequent income, gaingains, loss or deduction is allocated pursuant to Sections 5.1 losses, deductions and 5.2, and (ii) each tax credit shall 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. In furtherance of the foregoing, the Company may make such allocations as it deems reasonably necessary to give economic effect to the Partners in the same manner provisions of this Agreement, taking into account such facts and circumstances as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2it deems reasonably necessary for this purpose. (b) In accordance with Code Section 704(c) and the Regulations thereunder, Items of Company income, gain, loss and deduction with respect to any Property property contributed (or deemed contributed) to the capital of the Partnership Company shall, solely for U.S. federal, state, and local tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property property to the Partnership Company for U.S. federal income tax purposes and its initial Gross Asset Book Value (computed in accordance with Regulation Section 1.704-1(b). Subject to Section 5.4, such allocation shall be made in accordance with any permitted method provided for in Treasury Regulation Section 1.704-3 that is selected by the definition herein of “Gross Asset Value”)Board, in its reasonable discretion. (c) In Subject to Section 5.4, if the event the Gross Asset Book Value of any Partnership Company asset is adjusted pursuant to subparagraph clause (b) of the definition herein of “Gross Asset 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 U.S. federal income tax purposes and its Gross Asset Book Value in the same manner as under Code Section 704(c) and of the Regulations thereunderCode, using such method or methods as the Board may direct. (d) Any elections or other decisions relating to such allocations Tax credits, tax credit recapture and any items related thereto shall be made allocated to the Members according to their interests in such items as determined by the General Partner in any manner that reasonably reflects Board taking into account the purpose and intention principles of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Treasury Regulation Section Sections 1.704-3(c)(3)(ii1(b)(4)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section , 1.704-3(c)(3)(iii)(B1(b)(3)(iv), and 1.704-1(b)(4)(viii). . (e) Allocations pursuant to this Section 5.5 6.5 are solely for purposes of U.S. federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any PartnerMember’s Capital Account or share of ProfitsNet Profit, LossesNet Loss, or other itemsitems as computed for book purposes, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners Members in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “"Gross Asset Value”").. The Company shall use the remedial method of allocations specified in Treas. Reg. §1.704-3(d), or successor regulations, unless otherwise required by law, with respect to the initial contribution property set forth on Schedule I. (c) In the event the Gross Asset Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “"Gross Asset Value”", subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner Board in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the PartnershipCompany, in the discretion of the General PartnerBoard, may make, or not make, “"curative” " or “"remedial” " allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “"curative” " allocations which offset the effect of the “"ceiling rule” " for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “"curative” " allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 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 Partner’s Member's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinThe income, gains, losses and deductions of the Partnership shall be allocated for federal federal, state and local income tax purposes, (i) each item purposes among the Limited Partners in accordance with the allocation of such income, gaingains, loss losses and deduction deductions among the Limited Partners for purposes of computing their Capital Accounts; except that if any such allocation is not permitted by the Code or other applicable law, then the Partnership’s subsequent income, gains, losses and deductions for tax purposes shall be allocated among the Limited Partners so as to reflect as nearly as possible the allocation set forth herein in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2computing their Capital Accounts. (b) In accordance with Code Section 704(c) and the Regulations thereunder, Items of Partnership taxable income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, shall be allocated among the Limited Partners in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes and its initial Gross Asset Value. The Partnership shall use the “traditional method” described in Regulation Section 1.704-3(b) with respect to any variation (i) between the adjusted basis of the equity of Xxxxxx Eagle Holdings L.P. contributed to the Partnership on December 18, 2017, and its Gross Asset Value and (computed in accordance with ii) the definition herein adjusted bases of “the property held by the Partnership and its Gross Asset Value”, in each case, immediately prior to the contribution of Xxxxxx Eagle Holdings L.P. on December 18, 2017. Without the consent of the CVC Investors, the LGP Investors and the Majority Xxxxxx Xxxxxx (such consent not to be unreasonably withheld or delayed), the General Partner shall not select, or change, any method of making such allocations under Code Section 704(c) and the Regulations thereunder. (c) In the event If the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph the requirements of Regulations Section 1.704-l(b)(2)(iv)(e) or (b) of the definition herein of “Gross Asset Value”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 in the same manner as under Code Section 704(c) and the Regulations thereunder). (d) Any elections or other decisions relating to such allocations Tax credits, tax credit recapture and any items related thereto shall be made allocated to the Limited Partners according to their interests in such items as reasonably determined by the General Partner in any manner that reasonably reflects taking into account the purpose and intention principles of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(iil(b)(4)(ii). (e) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 5.3 are solely for the purposes of federal, state, state and local taxes and shall not affect, or in any way be taken into account in computing, any Limited Partner’s Capital Account or share of ProfitsIncome, LossesLoss, Distributions or other items, or distributions Partnership items pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners Members in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). The Company shall use the remedial method of allocations specified in Regulation §1.704-3(d) or successor regulations, unless otherwise required by law, with respect to the initial contribution set forth on Schedule 1. (c) In the event the Gross Asset Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner Board in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the PartnershipCompany, in the discretion of the General PartnerBoard, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, to “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 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 PartnerMember’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (aA) Except as otherwise provided herein, for For federal income tax purposes, (i) each item of all income, gain, loss and deduction (and each item thereof) shall, except as otherwise provided in this Section 8.2, be allocated among the Partners and Assignees in accordance with their respective Allocable Shares. (B) In the case of any Contributed Property or Adjusted Property, items of income, gain, loss, depreciation and cost recovery deductions attributable thereto shall be allocated for federal income tax purposes among the Partners and Assignees as follows: (1) In the case of a Contributed Property, such items shall be allocated among the Partners and Assignees in a manner that takes into account the same manner variation between the Agreed Value of such property and its Adjusted Basis at the time of contribution in attempting to eliminate Book-Tax Disparities. Except as its correlative item otherwise provided in paragraph (C) below, any items of “book” income, gain, loss Residual Gain or deduction is allocated pursuant Residual Loss attributable to Sections 5.1 and 5.2, and (ii) each tax credit a Contributed Property shall be allocated to among the Partners and Assignees in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2accordance with their respective Allocable Shares. (b2) In accordance with Code Section 704(cthe case of an Adjusted Property, such items shall (a) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposesfirst, be allocated among the Partners so and Assignees in a manner (consistent with the principles of Section 704 and the regulations thereunder) which takes into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Section 7.10(D)(3) in attempting to eliminate Book-Tax Disparities, and (b) second, in the event such property was originally a Contributed Property, be allocated among the Partners and Assignees in a manner consistent with the first sentence of paragraph (B)(1) above. Except as otherwise provided in paragraph (C) below, any items of Residual Gain or Residual Loss attributable to take account an Adjusted Property shall be allocated among the Partners and Assignees in accordance with their respective Allocable Shares. (C) In the event the Partnership undertakes a Capital Transaction while any Class B Units remain outstanding, any Residual Gain or Residual Loss recognized upon such Capital Transaction shall be allocated in a manner consistent with the manner in which the gain or loss computed with respect to such Capital Transaction for purposes of any variation between the adjusted basis maintaining Capital Accounts pursuant to Section 7.10(B) is allocated pursuant to Section 8.1(B) or 8.1(C), whichever is applicable. (D) All items of such Property to income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and its initial Gross Asset Value (computed allocated to the Partners and Assignees in accordance with the definition herein provisions hereof shall be determined without regard to any election under Section 754 of “Gross Asset Value”)the Code which may be made by the Partnership; provided, however, such allocations, once made, shall be adjusted as necessary to take into account those adjustments authorized under Sections 734 and 743 of the Code. (cE) In To the event the Gross Asset Value extent of any Recapture Income resulting from the sale or other taxable disposition of a Partnership asset is adjusted pursuant to subparagraph (b) of Property, the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account amount of any variation between the adjusted basis of gain from such asset disposition allocated to a Partner or Assignee (or its successor in interest) for federal income tax purposes and its Gross Asset Value in pursuant to the same manner foregoing provisions shall be deemed to be Recapture Income to the extent such Partner or Assignee (or successor) has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as under Code Section 704(cRecapture Income (to the extent such Partner or Assignee (or successor) and has not theretofore recognized such income upon an issuance of Class A Units by the Regulations thereunderPartnership). (d1) Any elections It is intended that the allocations in this Section 8.2 shall effect an allocation for federal income tax purposes in a manner consistent with Section 704 and related sections of the Code and shall comply with any limitations or other decisions relating restrictions therein to such allocations shall be made by the extent reasonably possible without causing the Units to not have uniform characteristics for federal income tax purposes. The Managing General Partner in any manner that reasonably reflects shall have the purpose authority and intention of this Agreement; provideddiscretion, that without the Partnership, in the discretion approval of the General PartnerLimited Partners and Assignees, may make, or not make, “curative” or “remedial” to adopt such conventions as it deems appropriate in making the allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 are solely 8.2 and to modify and amend the provisions of this Section 8.2 and related provisions of this Agreement for purposes the purpose of federalcomplying with Treasury Regulations promulgated under Section 704 of the Code, state, and local taxes and rulings or positions of the Service or court decisions or as the Managing General Partner otherwise deems advisable; provided that the Managing General Partner shall not affecthave the authority to adopt conventions or amendments which would cause the Units to not have uniform characteristics for federal income tax purposes. (1) In the event a “technical termination” of the Partnership occurs under Section 708 of the Code upon either the assignment by Mauna Loa of Class A Units to the Underwriters pursuant to the Initial Offering or any other assignment of Units, or it is intended that the allocations provided in any way this Section 8.2 be taken applied to take into account in computingthe variation, any Partner’s Capital Account or share if any, between the Agreed Value of Profitsthe Contributed Property and its Adjusted Basis for federal income tax purposes, Lossesas determined under Section 732 of the Code, other itemsfollowing the deemed distribution and recontribution of such properties which occurs as a result of such termination. (2) In addition, or distributions if the initial Adjusted Basis of the Original Xxxxxxx Xxxxxxxxxx is increased (along with an attribution of value to the Class B Units) pursuant to any provision a Final Determination, the federal income tax attributes resulting from such increased Adjusted Basis shall be allocated solely to the Class B Unitholders. Any such allocation of tax attributes shall not be reflected in the Deferred Accounts of the Class B Unitholders. (G) In the event a Partner, Assignee or Class B Unitholder receives an adjustment, allocation or distribution described in Section 1.704-1(b)(2)(ii)(d) of the Income Tax Regulations, such Partner, Assignee or Class B Unitholder shall be allocated items of income and gain in an amount and manner consistent with the allocation of income and gain pursuant to Section 8.1(E). (H) In the event of the transfer of a Unit during a year, each item of Partnership income, gain, loss, deduction and credit attributable to the transferred Unit shall, for federal income tax purposes, be prorated between the transferor and transferee using such methods as may be adopted by the Managing General Partner, in its discretion, to comply with Section 706 of the Code. For this purpose, a Partner or an Assignee of record shall, to the extent practicable and consistent with the preceding sentence, be allocated taxable income and loss (and items thereof) from the date such Partner or Assignee acquired his Partnership Interest as if such Partner or Assignee became a Partner or Assignee of record on such date; provided that the Partnership shall not, by reason of this Agreementsentence, be obligated to reallocate taxable income or loss (or items thereof) previously reported for tax purposes or file amended tax returns or other documents reflecting any such reallocation. (I) If the Allocable Shares of the Partners and Assignees are changed during a taxable year due to the issuance of additional partnership Interests, items of Partnership income, gain, loss, deduction and credit shall be allocated among the Partners and Assignees to take into account their varying Allocable Shares during the year. In this regard, the Managing General Partner shall adopt such methods as it deems necessary or appropriate, in its discretion, in order to comply with Section 706 of the Code.

Tax Allocations. Code All items of income, gain, loss, deduction, and any other tax items of the Company for each Fiscal Year (collectively referred to as “Company Tax Items”) shall be allocated for tax purposes to the Members in accordance with this Section 704(c)13.3. (a) Except as otherwise provided hereinin Sections 13.3(b) and 13.3(c), Company Tax Items shall be allocated for federal income tax purposes, (i) each item purposes in accordance with the allocations of items of income, gain, loss loss, deduction, Company Nonrecourse Deductions, Member Nonrecourse Deductions, Profits and deduction Losses under Section 13.2. For purposes of the preceding sentence, an allocation to a Member of a share of Profits or Losses shall be allocated among the Partners in treated as an allocation to such Member of the same manner as its correlative item share of “book” income, gain, loss each Company Tax Item that is taken into account in computing such Profits or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2Losses. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, Gain or loss and deduction with respect to upon sale or other disposition of any Property contributed to the capital Company or any depreciation, amortization or other cost recovery deduction allowable with respect to the basis of Property contributed to the Partnership shall, solely Company shall be allocated for tax purposes, be allocated purposes among the Partners contributing and non-contributing Members so as to take into account of any variation the difference between the adjusted tax basis of such Property to and the Partnership for federal income tax purposes and its initial Gross Asset Value (computed of the Property on the date of its contribution to the extent permitted by Treas. Reg. § 1.704-3 or such superseding regulations as may be promulgated in accordance with section 704(c) of the definition herein Code. In making allocations pursuant to the preceding sentence, the Board may apply any method or convention required or permitted by section 704(c) that provides the greatest allocation of tax items of depreciation and cost recovery deductions permissible under such provision to Members making cash contributions; provided, that in no event shall the “Gross Asset Value”remedial allocation method” (as described in Treas. Reg. § 1.704-3(d)) be utilized without the prior written consent of both Roquette and Solazyme (provided they are still Members). (c) In Except as provided in Section 13.3(b), if there has been an adjustment to the event the Gross Asset Value of any Partnership asset is adjusted Members’ Capital Accounts pursuant to subparagraph (bSection 4.4(e) of to reflect the definition herein of “Gross Asset Value”, subsequent allocations of unrealized income, gain, loss and loss, or deduction inherent in the Property, Company Tax Items with respect to such asset Property shall be allocated to the Members for tax purposes so as to take into account of any variation the difference between the adjusted tax basis of such asset for federal income tax purposes Property and its Gross Asset Value the value at which it is reflected in the Members’ Capital Accounts in the same manner as under Code Section 704(c) variations between the adjusted tax basis and fair market value of Property contributed to the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 Company 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 Partner’s Capital Account or share determining the Members’ allocations of Profits, Losses, other items, or distributions pursuant Company Tax Items under Section 13.3(b). The allocations under this Section 13.3(c) are intended to any provision comply with paragraphs (b)(2)(iv)(f)(4) and (b)(4)(i) of this AgreementTreas. Reg. § 1.704-1 and shall be interpreted consistently with such regulation to effectuate such intent.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided herein, for U.S. federal income tax Tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections Section 5.1 and Section 5.2, and (ii) each tax Tax credit shall be allocated to the Partners Members in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or and Section 5.2. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax Tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax Tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner Managing Member in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the PartnershipCompany, in the discretion of the General PartnerManaging Member, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Treasury Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Treasury Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Treasury Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 5.3 are solely for purposes of federal, state, and local taxes Taxes and shall not affect, or in any way be taken into account in computing, any PartnerMember’s Capital Account or share of Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal For income tax purposes, (i) each item of income, gain, loss and deduction of the Company shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners Members in the same manner as the receipt or expenditure giving rise to such credit is corresponding items of Profits and Losses and specially allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and items are allocated for Capital Account purposes; provided that, in the Regulations thereunder, income, gain, loss and deduction with respect to case of any Property contributed to asset the capital Carrying Value of the Partnership shall, solely which differs from its adjusted tax basis for U.S. federal income tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the OpCo Board and permitted by the Code and Treasury Regulations; provided that, except as otherwise provided in this Section 5.06, the prior written consent of the Requisite Continuing Members shall be required for use of any method other than the traditional method (without curative allocations) described in Treasury Regulation Section 1.704-3(b)) so as to take account of any variation the difference between the Carrying Value and adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in asset; provided, further, that with respect to the same manner as under Code reverse Section 704(c) allocations resulting from the adjustment that occurred immediately prior to the investment by Carlyle in connection with the Existing Agreement and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention subsequent purchase of this Agreement; provided, that the Partnership, interests in the discretion of Company by Carlyle pursuant to the General PartnerPurchase Agreement (as defined in the Existing Agreement), may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of Company shall adopt the “ceiling ruleremedial allocation method” for a prior Taxable Year (within the meaning of described in Treasury Regulation Section 1.704-3(c)(3)(ii3(d) (unless otherwise consented to by Carlyle)) and “curative” , for making such allocations. Notwithstanding the foregoing, the OpCo Board shall make such allocations from disposition for tax purposes as it determines in its reasonable discretion, subject to, for so long as the Continuing Members collectively own at least 10% of contributed property (within the meaning Units, the prior written consent, not to be unreasonably withheld, conditioned or delayed, of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant the Requisite Continuing Members, to this Section 5.5 be appropriate to ensure allocations are solely for purposes of federal, state, and local taxes and shall not affect, or made in any way be taken into account accordance with a Member’s interest in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreementthe Company.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided hereinin this Section 4.5, for federal income tax purposes, (i) each item all items of Company income, gain, loss and deduction for income tax purposes shall be allocated among the Partners Members in the same manner as its they share correlative item items of “book” income, gain, loss Profit and Loss for the relevant Taxable Year (or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2other period). (b) In accordance with Code Section 704(c) and the Regulations thereunderTreasury Regulations, items of income, gain, loss and deduction with respect to any Property contributed to the capital property of the Partnership Company shall, solely for tax income Tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted tax basis of such Property to the Partnership for federal income tax purposes property and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In If any portion of gain recognized from the event disposition of assets by the Gross Asset Value Company represents the “recapture” of any Partnership asset is adjusted pursuant to subparagraph (b) previously allocated deductions by virtue of the definition herein application of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c1245 or 1250 (the “Recapture Gain”), such Recapture Gain shall be allocated, solely for income Tax purposes in accordance with Treasury Regulation Sections 1.1245-1(e)(2) and the Regulations thereunder(3) and 1.1250-1(f). (d) Any The liabilities of the Company shall be allocated to the Members in any manner permitted under Code Section 752 and the Treasury Regulations promulgated thereunder and as selected by the Tax Matters Member. (e) Tax credits and Tax credits recapture shall be allocated among the Members in accordance with any reasonable method selected by the Tax Matters Member that is permitted by applicable Tax laws. (f) The Company shall use the “traditional method” (without curative allocations), as defined in Treasury Regulation 1.704-3(b), for purposes of the allocation of Section 704(c) items. Unless otherwise provided in this Section 4.5, any other elections or other decisions relating to such allocations for income Tax purposes, including selecting any allocation method under Treasury Regulation Section 1.704-3, shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations Tax Matters Member. (within the meaning of the Regulations under Code Section 704(c)g) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 4.5 are solely for income Tax purposes of federal, state, and local taxes and shall not affect, affect or in any way be taken into account in computing, computing any PartnerMember’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this AgreementAccount.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal For income tax purposes, (i) each item of income, gain, loss and deduction of the Company shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners Members in the same manner as the receipt or expenditure giving rise to such credit is corresponding items of Profits and Losses and specially allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and items are allocated for Capital Account purposes; provided that in the Regulations thereunder, income, gain, loss and deduction with respect to case of any Property contributed to asset the capital Carrying Value of the Partnership shall, solely which differs from its adjusted tax basis for U.S. federal income tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the Managing Member and permitted by the Code and Treasury Regulations; provided that, except as otherwise provided in this Section 5.06, the prior written consent of the Requisite Members shall be required for use of any method other than the traditional method (without curative allocations) described in Treasury Regulation Section 1.704-3(b)) so as to take account of any variation the difference between the Carrying Value and adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in asset; provided further that with respect to the same manner as under Code reverse Section 704(c) allocations resulting from the adjustment that occurred immediately prior to the investment by Carlyle in connection with the Existing Agreement and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention subsequent purchase of this Agreement; provided, that the Partnership, interests in the discretion of Company by Carlyle pursuant to the General PartnerPurchase Agreement (as defined in the Existing Agreement), may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of Company shall adopt the “ceiling ruleremedial allocation method” for a prior Taxable Year (within the meaning of described in Treasury Regulation Section 1.704-3(c)(3)(ii3(d) (unless otherwise consented to by Carlyle)) and “curative” , for making such allocations. Notwithstanding the foregoing, the Managing Member shall make such allocations from disposition for tax purposes as it determines in its reasonable discretion, subject to, for so long as the Continuing Members collectively own at least 10% of contributed property (within the meaning Units, the prior written consent, not to be unreasonably withheld, conditioned or delayed, of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant the Requisite Members, to this Section 5.5 be appropriate to ensure allocations are solely for purposes of federal, state, and local taxes and shall not affect, or made in any way be taken into account accordance with a Member’s interest in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreementthe Company.

Tax Allocations. Code Section 704(cCODE SECTION 704(C). (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (cb) In the event the Gross Asset Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (dc) Any elections or other decisions relating to such allocations shall be made by the General Partner Management Committee in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the PartnershipCompany, in the discretion of the General PartnerSEACOR, may make, or not make, “"curative” " or “"remedial” " allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “"curative” " allocations which offset the effect of the “"ceiling rule” " for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “"curative” " allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 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 Partner’s Member's Capital Account or share of Profits, Losses, other items, or distributions (other than Tax Distributions) pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, solely for income tax purposes, income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership (including income, gain, loss and deduction determined with respect to the alternative minimum tax) shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes (including such adjusted basis for alternative minimum tax purposes) and its initial Gross Asset Value (computed in accordance with Value, including, but not limited to, special allocations to a contributing Partner that are required under Code Section 704(c) to be made upon distribution of such property to any of the definition herein of “Gross Asset Value”)non-contributing Partners. (cb) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph paragraph (bii) of the definition herein of “"Gross Asset Value”" contained herein, solely for federal income tax purposes, subsequent allocations of income, gain, loss and deduction with respect to such asset shall (including income, gain, loss and deduction determined with respect to the alternative minimum tax) will take account of any variation between the adjusted basis of such asset (including such adjusted basis for federal income alternative minimum tax purposes purposes) and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (dc) Any elections or other decisions relating to such allocations shall under this Section 4.6, including the selection of any allocation method permitted under Regulations Section 1.704-3, will be made as approved by the General Managing Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided. Except as otherwise provided in this Section 4.6, that all items of Partnership income, gain, loss, deduction and credit will for tax purposes be divided among the Partnership, Partners in the discretion same manner as they share correlative Profits, Losses or Partnership items of income, gain, loss or deduction, as the General Partnercase may be, may make, or not make, “curative” or “remedial” allocations (within for the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B))fiscal year. Allocations pursuant to this Section 5.5 4.6 are solely for purposes of federal, state, state and local taxes and shall will not affect, or in any way be taken into account in computing, any Partner’s 's Capital Account or share of Profits, Losses, Losses or other items, items or distributions pursuant to any provision of this Agreement. (d) If any taxable item of income or gain is computed differently from the taxable item of income or gain which results for purposes of the alternative minimum tax, then to the extent possible, without changing the overall allocations of items for purposes of either the Partners' Capital Accounts or the regular income tax (i) each Partner will be allocated items of taxable income or gain for alternative minimum tax purposes taking into account the prior allocations of originating tax preferences or alternative minimum tax adjustments to such Partner (and its predecessors) and (ii) other Partnership items of income or gain for alternative minimum tax purposes of the same character that would have been recognized, but for the originating tax preferences or alternative minimum tax adjustments, will be allocated away from those Partners that are allocated amounts pursuant to clause (i) so that, to the extent possible, the other Partners are allocated the same amount, and type, of alternative minimum tax income and gain that would have been allocated to them had the originating tax preferences or alternative minimum tax adjustments not occurred. (e) If any portion of gain recognized from the disposition of property by the Partnership represents the "recapture" of previously allocated deductions by virtue of the application of Code Section 1245 or 1250 ("Recapture Gain"), such Recapture Gain will be allocated as follows: First, to the Partners, pro rata, in proportion to the lesser of each Partner's (i) allocable share of the total gain recognized from the disposition of such Partnership property and (ii) share of depreciation or amortization with respect to such property (as determined under Proposed Treasury Regulation section 1.1245-1(e)(2)), until each such Partner has been allocated Recapture Gain equal to such lesser amount; and Second, the balance of Recapture Gain will be allocated among the Partners whose allocable shares of total gain exceed their shares of depreciation or amortization with respect to such property (as determined under Proposed Treasury Regulation section 1.1245-1(e)(2)), in proportion to their shares of total gain (including Recapture Gain) from the disposition of such property; provided, however, that no Partner will be allocated Recapture Gain under this Section 4.6(e) in excess of the total gain allocated to such Partner from such disposition.

Tax Allocations. Code Section CODE SECTION 704(c) (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2.. EXECUTION COPY (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “"Gross Asset Value”").. The Partnership shall use the remedial method of allocations specified in Treas. Reg. (S)1.704-3(d), or successor regulations, unless otherwise required by law, with respect to the initial contribution property set forth on Schedule I. (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “"Gross Asset Value”", subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “"curative” " or “"remedial” " allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “"curative” " allocations which offset the effect of the “"ceiling rule” " for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “"curative” " allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 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 Partner’s 's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (cb) In the event the Gross Asset Value of any asset of the Partnership asset is shall be adjusted pursuant to subparagraph (b) the provisions of the definition herein of “Gross Asset Value”this Agreement, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) of the Code and the Treasury Regulations thereunder. (dc) Any elections or other decisions relating to such Section 704(c) allocations shall be made by the General Partner Partners in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code . Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. (d) The Partnership shall use the “remedial allocation method” (as defined in Regulations Section 1.704-3(d) for purposes of computing reverse section 704(c) allocations with respect to property for which differences between Gross Asset Value and adjusted tax basis created when the Partnership revalued Partnership property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f) as of March 19, 1996 in connection with the distribution to, and reduction in partnership interest of, the General Partner effected on that date. The Partnership shall apply the remedial allocation method in a manner that creates remedial allocations only with respect to 29% of the Partnership’s assets as of March 19, 1996. It is agreed for this purpose that the Gross Asset Values of the Partnership’s tangible assets as of March 19, 1996 equaled their then current book values (as determined under Generally Accepted Accounting Principles), and that the MACRS recovery period and depreciation method set forth in Section 168(b)(1) of the Code shall be used for purposes of computing applicable Depreciation deductions attributable to any excess of such Gross Asset Values over tax basis. It is further agreed for this purpose that, with respect to the Gross Asset Value of the Partnership’s intangible property (e.g. goodwill), the excess of such Gross Asset Value over tax basis shall be amortized ratably over the 15-year period beginning with March 19, 1996 in accordance with Section 197 of the Code. The tax deductions created by the remedial allocation method shall be allocated to GE Tennessee, and the offsetting remedial allocations of tax income shall be allocated to Penske. (e) The Partnership shall use the “traditional method” (as defined in Regulations Section 1.704-3(b)) with respect to any asset contributed to the Partnership by RTLC-AC or Holdco whose Gross Asset Value differs from its adjusted tax basis for federal income tax purposes. Notwithstanding the preceding sentence, the Partnership shall use the “remedial allocation method” (as defined in Regulations Section 1.704-3(d) for purposes of computing reverse section 704(c) allocations with respect to property for which differences between Gross Asset Value and adjusted tax basis created when the Partnership revalued Partnership property pursuant to Regulations 1.704-1(b)(2)(iv)(f) as of September 19, 2008 in connection with the distribution to, and reduction in partnership interest of, Holdco effected on that date. In addition, the Partnership shall account for any goodwill of the Partnership with respect to which there is a Code Section 754(b) basis adjustment consistent with the provisions of Regulations Section 1.197-2 (including, without limitation, Regulations Section 1.197-2(k), Example 31).

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2.. EXECUTION COPY (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “"Gross Asset Value”").. The Partnership shall use the remedial method of allocations specified in Treas. Reg. (S)1.704-3(d), or successor regulations, unless otherwise required by law, with respect to the initial contribution property set forth on Schedule I. (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “"Gross Asset Value”", subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “"curative” " or “"remedial” " allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “"curative” " allocations which offset the effect of the “"ceiling rule” " for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “"curative” " allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 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 Partner’s 's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except For federal income tax purposes, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in accordance with their Percentage Interests, after taking into account the special allocations described in Section 5.3 hereof, except as provided in Article V and except that the Managing General Partner shall have the authority to make such other allocations as are necessary and appropriate to comply with Section 704 of the Code and the Treasury Regulations. (b) To preserve uniformity of LP Units or to otherwise provided hereinpromote the interests of the Partnership, the Managing General Partner shall have sole discretion to (i) adopt such conventions as it deems appropriate or necessary in determining the amount of depreciation and cost recovery deductions; (ii) make special allocations of income or deduction; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of regulations under, to adopt conventions relating to, or to make elections pertaining to, Section 704(c) of the Code or (y) otherwise to preserve the uniformity of Units issued or sold from time to time; and (iv) adopt such other conventions as are desirable in administrating the allocation rules of subchapter K of the Code. The Managing General Partner may adopt such conventions and make such allocations and amendments only if, in the good faith opinion of the Managing General Partner, they would not have a material adverse effect on the other Partners and are consistent with the principles of Section 704 and, if applicable, Section 754 of the Code. (c) Items of Partnership income, gain, loss, deduction and credit shall, for federal income tax purposes, be determined on a monthly basis (ior other basis, as required or permitted by Section 706 of the Code) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners Persons who are holders of Units or other Partnership interests at such times and in such manner as determined in the same manner as reasonable discretion of the receipt Managing General Partner; provided, however, that gain or expenditure giving rise to such credit is allocated pursuant to Section 5.1 loss on a sale or 5.2. (b) In accordance with Code Section 704(c) and other disposition of all or a substantial portion of the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital assets of the Partnership shall, solely for tax purposes, shall be allocated among to the Partners so Persons who are holders of Units or other Partnership interests as to take account of the close of business on the date of such sale. If the Internal Revenue Service, or other taxing authority, includes in the income of any variation between General Partner income from the adjusted basis of Partnership in addition to any income allocated to such Property General Partner under this Section 6.1, any deduction or other tax benefit allowable to the Partnership for federal in respect of such additional income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect shall likewise be allocated to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided herein, for federal For income tax purposespurposes only, (i) each item of income, gain, loss loss, deduction and deduction credit of the Partnership shall be allocated among the Partners in the same manner as its correlative item the corresponding items of “book” income, gain, loss or deduction is Profits and Losses and specially allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be items are allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2for Capital Account purposes. (b) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any asset of the Partnership asset is shall be adjusted pursuant to subparagraph (b) the provisions of the definition herein of “Gross Asset Value”this Agreement, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) of the Code and the Treasury Regulations thereunder. (d) Any elections or other decisions relating to such Section 704(c) allocations and "reverse Section 704(c) allocations" shall be made by the General Partner Partners in any manner that reasonably reflects the purpose and intention of this Agreement; provided. Unless otherwise agreed by the Partners, that the PartnershipPartnership shall use the "traditional allocation method" for such allocations, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code accordance with Treas. Reg. ss.1.704-3(b). Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 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 Partner’s 's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (aA) Except as otherwise provided herein, for For federal income tax purposes, (i) each item of all income, gain, loss and deduction (and each item thereof) shall, except as otherwise provided in this Section 8.2, be allocated among the Partners and Assignees in accordance with their respective Allocable Shares. (B) In the case of any Contributed Property or Adjusted Property, items of income, gain, loss, depreciation and cost recovery deductions attributable thereto shall be allocated for federal income tax purposes among the Partners and Assignees as follows: (1) In the case of a Contributed Property, such items shall be allocated among the Partners and Assignees in a manner that takes into account the same manner variation between the Agreed Value of such property and its Adjusted Basis at the time of contribution in attempting to eliminate Book-Tax Disparities. Except as its correlative item otherwise provided in paragraph (C) below, any items of “book” income, gain, loss Residual Gain or deduction is allocated pursuant Residual Loss attributable to Sections 5.1 and 5.2, and (ii) each tax credit a Contributed Property shall be allocated to among the Partners and Assignees in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2accordance with their respective Allocable Shares. (b2) In accordance with Code Section 704(cthe case of an Adjusted Property, such items shall (a) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposesfirst, be allocated among the Partners so and Assignees in a manner (consistent with the principles of Section 704 and the regulations thereunder) which takes into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Section 7.10(D)(3) in attempting to eliminate Book-Tax Disparities, and (b) second, in the event such property was originally a Contributed Property, be allocated among the Partners and Assignees in a manner consistent with the first sentence of paragraph (B)(1) above. Except as otherwise provided in paragraph (C) below, any items of Residual Gain or Residual Loss attributable to take account an Adjusted Property shall be allocated among the Partners and Assignees in accordance with their respective Allocable Shares. (C) In the event the Partnership undertakes a Capital Transaction while any Class B Units remain outstanding, any Residual Gain or Residual Loss recognized upon such Capital Transaction shall be allocated in a manner consistent with the manner in which the gain or loss computed with respect to such Capital Transaction for purposes of any variation between the adjusted basis maintaining Capital Accounts pursuant to Section 7.10(B) is allocated pursuant to Section 8.1(B) or 8.1(C), whichever is applicable. (D) All items of such Property to income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and its initial Gross Asset Value (computed allocated to the Partners and Assignees in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations provisions hereof shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant determined without regard to any provision of this Agreement.election under

Tax Allocations. Code Section 704(c) (aA) Except as otherwise provided herein, for For federal income tax purposes, (i) each item of all income, gain, loss and deduction (and each item thereof) shall, except as otherwise provided in this Section 8.2, be allocated among the Partners and Assignees in accordance with their respective Allocable Shares. (B) In the case of any Contributed Property or Adjusted Property, items of income, gain, loss, depreciation and cost recovery deductions attributable thereto shall be allocated for federal income tax purposes among the Partners and Assignees as follows: (1) In the case of a Contributed Property, such items shall be allocated among the Partners and Assignees in a manner that takes into account the same manner variation between the Agreed Value of such property and its Adjusted Basis at the time of contribution in attempting to eliminate Book-Tax Disparities. Except as its correlative item otherwise provided in paragraph (C) below, any items of “book” income, gain, loss Residual Gain or deduction is allocated pursuant Residual Loss attributable to Sections 5.1 and 5.2, and (ii) each tax credit a Contributed Property shall be allocated to among the Partners and Assignees in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2accordance with their respective Allocable Shares. (b2) In accordance with Code Section 704(cthe case of an Adjusted Property, such items shall (a) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposesfirst, be allocated among the Partners so and Assignees in a manner (consistent with the principles of Section 704 and the regulations thereunder) which takes into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Section 7.10(D)(3) in attempting to eliminate Book-Tax Disparities, and (b) second, in the event such property was originally a Contributed Property, be allocated among the Partners and Assignees in a manner consistent with the first sentence of paragraph (B)(1) above. Except as otherwise provided in paragraph (C) below, any items of Residual Gain or Residual Loss attributable to take account an Adjusted Property shall be allocated among the Partners and Assignees in accordance with their respective Allocable Shares. (C) In the event the Partnership undertakes a Capital Transaction while any Class B Units remain outstanding, any Residual Gain or Residual Loss recognized upon such Capital Transaction shall be allocated in a manner consistent with the manner in which the gain or loss computed with respect to such Capital Transaction for purposes of any variation between the adjusted basis maintaining Capital Accounts pursuant to Section 7.10(B) is allocated pursuant to Section 8.1(B) or 8.1(C), whichever is applicable. (D) All items of such Property to income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and its initial Gross Asset Value (computed allocated to the Partners and Assignees in accordance with the definition herein provisions hereof shall be determined without regard to any election under Section 754 of “Gross Asset Value”)the Code which may be made by the Partnership; provided, however, such allocations, once made, shall be adjusted as necessary to take into account those adjustments authorized under Sections 734 and 743 of the Code. (cE) In To the event the Gross Asset Value extent of any Recapture Income resulting from the sale or other taxable disposition of a Partnership asset is adjusted pursuant to subparagraph (b) of Property, the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account amount of any variation between the adjusted basis of gain from such asset disposition allocated to a Partner or Assignee (or its successor in interest) for federal income tax purposes and its Gross Asset Value in pursuant to the same manner foregoing provisions shall be deemed to be Recapture Income to the extent such Partner or Assignee (or successor) has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as under Code Section 704(cRecapture Income (to the extent such Partner or Assignee (or successor) and has not theretofore recognized such income upon an issuance of Class A Units by the Regulations thereunderPartnership). (d1) Any elections It is intended that the allocations in this Section 8.2 shall effect an allocation for federal income tax purposes in a manner consistent with Section 704 and related sections of the Code and shall comply with any limitations or other decisions relating restrictions therein to such allocations shall be made by the extent reasonably possible without causing the Units to not have uniform characteristics for federal income tax purposes. The Managing General Partner in any manner that reasonably reflects shall have the purpose authority and intention of this Agreement; provideddiscretion, that without the Partnership, in the discretion approval of the General PartnerLimited Partners and Assignees, may make, or not make, “curative” or “remedial” to adopt such conventions as it deems appropriate in making the allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 are solely 8.2 and to modify and amend the provisions of this Section 8.2 and related provisions of this Agreement for purposes the purpose of federalcomplying with Treasury Regulations promulgated under Section 704 of the Code, state, and local taxes and rulings or positions of the Service or court decisions or as the Managing General Partner otherwise deems advisable; provided that the Managing General Partner shall not affecthave the authority to adopt conventions or amendments which would cause the Units to not have uniform characteristics for federal income tax purposes. (2) In the event a “technical termination” of the Partnership occurs under Section 708 of the Code upon either the assignment by Mauna Loa of Class A Units to the Underwriters pursuant to the Initial Offering or any other assignment of Units, or it is intended that the allocations provided in any way this Section 8.2 be taken applied to take into account in computingthe variation, any Partner’s Capital Account or share if any, between the Agreed Value of Profitsthe Contributed Property and its Adjusted Basis for federal income tax purposes, Lossesas determined under Section 732 of the Code, other itemsfollowing the deemed distribution and recontribution of such properties which occurs as a result of such termination. (3) In addition, or distributions if the initial Adjusted Basis of the Original Xxxxxxx Xxxxxxxxxx is increased (along with an attribution of value to the Class B Units) pursuant to any provision a Final Determination, the federal income tax attributes resulting from such increased Adjusted Basis shall be allocated solely to the Class B Unitholders. Any such allocation of tax attributes shall not be reflected in the Deferred Accounts of the Class B Unitholders. (G) In the event a Partner, Assignee or Class B Unitholder receives an adjustment, allocation or distribution described in Section 1.704-1(b)(2)(ii)(d) of the Income Tax Regulations, such Partner, Assignee or Class B Unitholder shall be allocated items of income and gain in an amount and manner consistent with the allocation of income and gain pursuant to Section 8.1(E). (H) In the event of the transfer of a Unit during a year, each item of Partnership income, gain, loss, deduction and credit attributable to the transferred Unit shall, for federal income tax purposes, be prorated between the transferor and transferee using such methods as may be adopted by the Managing General Partner, in its discretion, to comply with Section 706 of the Code. For this purpose, a Partner or an Assignee of record shall, to the extent practicable and consistent with the preceding sentence, be allocated taxable income and loss (and items thereof) from the date such Partner or Assignee acquired his Partnership Interest as if such Partner or Assignee became a Partner or Assignee of record on such date; provided that the Partnership shall not, by reason of this Agreementsentence, be obligated to reallocate taxable income or loss (or items thereof) previously reported for tax purposes or file amended tax returns or other documents reflecting any such reallocation. (I) If the Allocable Shares of the Partners and Assignees are changed during a taxable year due to the issuance of additional partnership Interests, items of Partnership income, gain, loss, deduction and credit shall be allocated among the Partners and Assignees to take into account their varying Allocable Shares during the year. In this regard, the Managing General Partner shall adopt such methods as it deems necessary or appropriate, in its discretion, in order to comply with Section 706 of the Code.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal income tax purposesSubject to subsections 4.4(b), (ic) each item and (d) hereof, items of income, gain, loss and deduction and tax credits to be allocated for federal income tax purposes (collectively, Tax Items") shall be allocated among the Partners as nearly as possible to the manner in which such items are allocated for purposes of determining the Capital Account balances pursuant to Section 4.1 hereof. (b) If any portion of gain from a Sale or other sale of Partnership property is treated as gain that is ordinary income by virtue of the application of Sections 1245 or 1250 of the Code ("Affected Gain"), then (i) such Affected Gain shall be allocated among the Partners in the same manner proportion as its correlative item of “book” income, gain, loss or deduction is allocated pursuant the depreciation and amortization deductions giving rise to Sections 5.1 and 5.2the Affected Gain were allocated, and (ii) each tax credit other Tax Items of gain of the same character that would have been recognized but for the application of Sections 1245 and/or 1250 of the Code shall be allocated away from those Partners who are allocated Affected Gain pursuant to clause (i) immediately above so that, to the extent possible, the other Partners in are allocated the same manner amount and type of capital gain as would have been allocated to those Partners had Sections 1245 and/or 1250 of the receipt Code not applied. For purposes of this subsection 4.4(b), in order to determine the proportionate allocations of depreciation and amortization deductions for each Fiscal Year, such deductions shall be deemed allocated on the same basis as Profits or expenditure giving rise to Losses for such credit is allocated pursuant to Section 5.1 or 5.2Fiscal Year. (bc) In accordance with Code Section 704(c) of the Code and the Regulations thereunder, income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any a variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) . In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”adjusted, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section section 704(c) of the Code and the Regulations thereunder. (d) . Any and all elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 subsection 4.4(c) 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 Partner’s 's Capital Account or share of Profits, Losses, other items, similar items or distributions pursuant to any provision of this Agreement. In addition, the General Partner may make curative allocations for the purpose of offsetting the effect of the "ceiling rule" in any manner permitted by the Regulations, including, but not limited to, in the manner permitted by Regulations Section 1.704-3(c) and Section 1.704-3T. (d) Partnership tax credits and other similar items shall be allocated to Partners in accordance with their respective Capital Account balances to the extent permitted under Section 1.704-1(b)(4)(ii) of the Regulations (or other applicable provisions of the Code and Regulations) and otherwise in accordance with such provisions.

Tax Allocations. Code Section 704(c) (ai) Except as otherwise provided hereinin Section 5.3(c)(ii) or Section 5.3(c)(iii), for federal income tax purposespurposes under the Code and the Treasury Regulations, (i) each Company item of income, gain, loss loss, deduction and deduction shall credit will be allocated among between the Partners Members in the same manner as its the correlative item of “book” income, gain, loss loss, deduction or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2.this Article V. (bii) In accordance Tax items with respect to Company assets that are contributed to the Company with a Gross Asset Value that varies from its basis in the hands of the contributing Member immediately preceding the date of contribution will be allocated between the Members for federal income tax purposes pursuant to Treasury Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Company will account for such variation under any method approved under Code Section 704(c) and the applicable Treasury Regulations thereunderas chosen by the Board; provided, however, that the “remedial method” as defined by Treasury Regulations Section 1.704-3(d) will be used with respect to any assets contributed to the Company as of the Effective Date. If the Gross Asset Value of any Company asset is adjusted pursuant to the definition of Gross Asset Value, subsequent allocations of income, gain, loss loss, deduction and deduction credit with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to such Company asset will take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such Company asset for federal income tax purposes and its Gross Asset Value in a manner consistent with Code Section 704(c) and the same manner as Treasury Regulations promulgated thereunder under any method approved under Code Section 704(c) and the applicable Treasury Regulations thereunderas chosen by the Board. (diii) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 5.3(c) are solely for purposes of federal, state, Taxes and local taxes and shall will not affect, or in any way be taken into account in computing, any PartnerMember’s Capital Account or share of net Profits, Losses, net Losses and any other items, items or distributions pursuant to any provision term of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as provided otherwise provided hereinin this ARTICLE VI, for federal income tax purposes, (i) each item all items of Partnership income, gain, loss loss, deduction and deduction shall any other allocations not otherwise provided for shall, for tax purposes, be allocated divided among the Partners in the same manner proportions as its correlative item of “book” incomethey share Profits and Losses, gainas the case may be, loss or deduction is allocated for the Fiscal Year. Allocations pursuant to Sections 5.1 this SECTION 6.6 are solely for purposes of federal, state and 5.2local taxes and shall not affect, and (ii) each tax credit shall or in any way be allocated to the Partners taken into account in the same manner as the receipt computing, any Partner's Capital Account or expenditure giving rise to such credit is allocated share of Profits, Losses or other items or distributions pursuant to Section 5.1 or 5.2any provision of this Agreement. (b) In accordance with Code Section 704(c) and the Regulations thereunder, but solely for income tax purposes, income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall(including income, solely for tax purposesgain, loss and deduction determined with respect to the alternative minimum tax) shall be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes (including such adjusted basis for alternative minimum tax purposes) and its initial Gross Asset Value (computed Value, including, but not limited to, special allocations to a contributing Partner that are required under Code Section 704(c) to be made upon distribution of such property to any of the non-contributing Partners. Further, in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph paragraph (b) of the definition herein of “"Gross Asset Value”" contained herein, such that "reverse section 704(c) allocations" are required under Regulations section 1.704-3(a)(6), then solely for federal income tax purposes, subsequent allocations of income, gain, loss and deduction with respect to such asset (including income, gain, loss and deduction determined with respect to the alternative minimum tax) shall take account of any variation between the adjusted basis of such asset (including such adjusted basis for federal income alternative minimum tax purposes purposes) and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (dc) Any elections or other decisions relating to such allocations under this SECTION 6.6, including the selection of any allocation method permitted under Regulations Section 1.704-3, shall be made as approved by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that . (d) If any portion of gain recognized from the Partnership, in disposition of property by the discretion Partnership represents the "recapture" of previously allocated deductions by virtue of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning application of the Regulations under Code Section 704(c1245 or 1250 ("RECAPTURE GAIN")) including, but not limited tosuch Recapture Gain shall be allocated, “curative” allocations which offset the effect of the “ceiling rule” solely for a prior Taxable Year (within the meaning of Regulation Section 1.704income tax purposes in accordance with Regulations Sections 1.1245-3(c)(3)(ii)1(e)(2) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.7043) and 1.1250-3(c)(3)(iii)(B1(f)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided hereinin this Section 5.6, for federal income tax purposes, (i) each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Partners Members in the same manner as its correlative item of “book” income, gain, loss or deduction is such items are allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) for book purposes under this Article V. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (cb) In the event the Gross Asset Value of any Partnership asset Property is adjusted pursuant to subparagraph (bii) of the definition herein of “Gross Asset Value”, subsequent allocations of 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 Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the General Partner Managing Member in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 5.6 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 PartnerMember’s Capital Account or share of Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinin this Agreement, for federal Federal income tax purposes, (i) each item all items of Partnership income, gain, loss and deduction (and the character and source of such items) shall be allocated among the Partners in the same manner as its correlative the corresponding item of “book” income, gain, loss or deduction is allocated to Capital Accounts pursuant to Sections 5.1 5.01 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.25.02. (b) In accordance with Code If, as a result of contributions of property by a Partner to the Partnership or as a result of the revaluation of Partnership assets pursuant to Section 4.02(d), Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among Code (or the Partners so as to take account principles of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (bSection 704(c) of the definition herein of “Gross Asset Value”, subsequent Code) requires allocations of income, gain, loss and deduction of the Partnership in a manner different from that set forth in Sections 5.01 and 5.02, the Partnership shall adopt mutually acceptable methods and conventions consistent with respect to such asset shall take account the provisions of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) of the Code and the Regulations thereunder. thereunder which are acceptable to both the IMC Partner (dor, during the IMC GPCo Liquidation Period, Operations and IMC GPCo) Any elections and the FRP Partner and such methods and conventions shall control, solely for Federal income tax purposes, allocations of items of Partnership income, gain, loss and deduction. The method and conventions adopted by the Partnership shall be designed, in general, (i) to allocate the "built-in" gain or other decisions relating loss on the sale of a contributed property to the contributor; (ii) to allocate the deductions from contributed properties in a manner that reflects the Partners' respective contributions of basis giving rise to such allocations shall be made deductions (other than special basis adjustments pursuant to Section 743 of the Code); (iii) to preserve to the FRP Partner, for the benefit of FRP and its partners, deductions attributable to special basis adjustments pursuant to Section 754 of the Code resulting from the purchase of interests in FRP; (iv) to adjust the allocations, to the extent necessary, to reflect the sale of an asset contributed by a Partner; (v) to eliminate the General difference between the value at which the property is shown on the books of the Partnership and the property's adjusted tax basis; and (vi) to assist the FRP Partner in any manner that reasonably reflects integrating the purpose and intention of this Agreement; provided, that the Partnership, in the discretion allocations of the General Partner, may make, or not make, “curative” or “remedial” Partnership with allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for to FRP and its partners in a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreementreasonable manner.

Tax Allocations. Code Section 704(c) (aA) Except as otherwise provided herein, for For U.S. federal income tax purposes, (i) except as otherwise provided in this Section 2.3, each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as its correlative corresponding item of “book” book income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2.2 of this Appendix A. (bB) In accordance with Code Section Sections 704(b) and 704(c) of 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 Partnership Company shall, solely for U.S. federal income tax purposes, be allocated among the Partners Members so as to take into account of any variation between the adjusted basis of such Property to the Partnership Company asset for federal income tax purposes and its initial Gross Asset Value upon its contribution (computed in accordance with the definition herein of “Gross Asset Value”or deemed contribution). (cC) In the event If the Gross Asset Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”adjusted, subsequent allocations 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 Gross Asset Value of such Company asset in the same manner as prescribed under Code Section Sections 704(b) and 704(c) and the Treasury Regulations thereunder. (d) . Any elections or other decisions relating to such allocations shall be made by the General Partner Managing Member. (D) If a Member acquires an interest, redeems all or a portion of its interest or transfers an interest during a taxable year, the Net Profits or Net Losses (and other items referred to in any manner that reasonably reflects the purpose and intention Section 2.1 or 2.2 of this Agreement; providedAppendix A) attributable to such 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 Partnership, Managing Member. (E) The provisions of this Section 2 (and other related provisions in the discretion Agreement) pertaining to the allocation of the General Partneritems of Company income, may makegain, or not makeloss, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 are solely for purposes of federal, statedeductions, and local taxes credits shall be interpreted consistently with the Treasury Regulations, and to the extent unintentionally inconsistent with such Treasury Regulations, shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant deemed to any provision of this Agreementbe modified to the extent necessary to make such provisions consistent with the Treasury Regulations.

Tax Allocations. Code (i) Allocations pursuant to this Section 704(c4.1(c) 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 except as provided in Section 4.2(b). (aii) Except as otherwise provided hereinThe income, gains, losses, deductions and credits of the Company shall be allocated, for federal federal, state and local income tax purposes, (i) each item among the Members in accordance with the allocations of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts, except that if any such allocation is not permitted by the Code or other applicable law, the allocation of income, gain, loss losses, deductions and deduction credits shall be made in accordance with the Code or other applicable law and the Company’s subsequent income, gains, losses, deductions and credit shall be allocated among the Partners Members so as to reflect as nearly as possible the allocations set forth herein in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2computing their Capital Accounts. (biii) In accordance with Code Section 704(c) and Items of the Regulations thereunder, Company’s taxable income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, Company shall be allocated among the Partners Members in accordance with Section 704(c) of the Code so as to take account of any variation between the adjusted basis of such Property property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with Fair Market Value. The Company shall account for such variation under any method approved under Section 704(c) of the definition herein Code and the applicable Treasury Regulations as chosen by the Board of “Gross Asset Value”). (c) Directors. In the event an election in made under Section 754 to adjust the Gross Asset Value value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”Company asset, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation the variation, if any, between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value value in the same manner as under Code Section 704(c) of the Code and the applicable Treasury Regulations, consistent with the requirements of Treasury Regulations thereundersection 1.704-l(b)(2)(iv)(g), using any method approved under Section 704(c) of the Code and the applicable Treasury Regulations, as chosen by the Board of Directors. (div) Any elections or other decisions relating to such allocations Allocations of tax credits, tax credit recapture, and any items related thereto shall be made allocated to the Members according to their interests in such items as determined by the General Partner in any manner that reasonably reflects Board of Directors taking into account the purpose and intention principles of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Treasury Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section section 1.704-3(c)(3)(iil(b)(4)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(cCODE SECTION 704(C) (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “"Gross Asset Value”").. The Partnership shall use the remedial method of allocations specified in Treas. Reg. Section1.704-3(d), or successor regulations, unless otherwise required by law, with respect to the initial contribution property set forth on Schedule I. (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “"Gross Asset Value”", subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “"curative” " or “"remedial” " allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “"curative” " allocations which offset the effect of the “"ceiling rule” " for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “"curative” " allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 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 Partner’s 's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners Members in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “"Gross Asset Value”").. The Company shall use the remedial method of allocations specified in Treas. Reg. (S)1.704-3(d), or successor regulations, unless otherwise required by law, with respect to the initial contribution property set forth on Schedule I. (c) In the event the Gross Asset Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “"Gross Asset Value”", subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner Board in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the PartnershipCompany, in the discretion of the General PartnerBoard, may make, or not make, “"curative” " or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.EXECUTION COPY

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 5.1, 5.2 and 5.25.3, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2Sections 5.1, 5.2 and 5.3. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”).. The Partnership shall use the remedial method of allocations specified in Treas. Reg. §1.704-3(d), or successor regulations, unless otherwise required by law, with respect to the initial contribution property set forth on Schedule I. (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (ai) Except as otherwise provided hereinin Section 4.4(b)(ii) hereof, for federal income tax purposespurposes under the Code and the Treasury Regulations each IX, (i) each L.L.C. item of income, gain, loss and deduction shall be allocated among between the Partners in the same manner Members as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and this Article 4. (ii) each tax credit Tax items with respect to IX, L.L.C. assets that are contributed to IX, L.L.C. with a Gross Asset Value that varies from its basis in the hands of the contributing Member immediately preceding the date of contribution shall be allocated to between the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated Members for income tax purposes pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section Treasury Regulations promulgated under ss. 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shallCode, solely for tax purposes, be allocated among the Partners so as to take into account such variation. IX, L.L.C. shall account for such variation under any method approved under ss. 704(c) of any variation between the adjusted basis of such Property to Code and the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with applicable Treasury Regulations as chosen by the definition herein of “Gross Asset Value”). (c) In the event Tax Matters Partner. If the Gross Asset Value of any Partnership IX, L.L.C. asset is adjusted pursuant to subparagraph (b) ), or subparagraph (c), of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such IX, L.L.C. asset shall take account of any variation between the adjusted basis of such IX, L.L.C. asset for federal Federal income tax purposes and its Gross Asset Value in the same manner as under Code Section ss. 704(c) of the Code and the Treasury Regulations thereunder. (dpromulgated thereunder under any method approved under ss. 704(c) Any elections or other decisions relating to such allocations shall be made of the Code and the applicable Treasury Regulations as chosen by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Tax Matters Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 4.4(b)(ii) 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 Partner’s Member's Capital Account or share of ProfitsNet Income, Losses, Net Losses and any other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinSubject to subsections 4.4(b),(c) and (d) hereof, for federal income tax purposes, (i) each item items of income, gain, loss and deduction and tax credits to be allocated for federal income tax purposes (collectively, "Tax Items") shall be allocated among the Partners as nearly as possible to the manner in which such items are allocated for purposes of determining the Capital Account balances pursuant to Section 4.1 hereof. (b) If any portion of gain from a Sale or other sale of Partnership property is treated as gain that is ordinary income by virtue of the application of Sections 1245 or 1250 of the Code ("Affected Gain"), then (i) such Affected Gain shall be allocated among the Partners in the same manner proportion as its correlative item of “book” income, gain, loss or deduction is allocated pursuant the depreciation and amortization deductions giving rise to Sections 5.1 and 5.2the Affected Gain were allocated, and (ii) each tax credit other Tax Items of gain of the same character that would have been recognized but for the application of Sections 1245 and/or 1250 of the Code shall be allocated away from those Partners who are allocated Affected Gain pursuant to clause (i) immediately above so that, to the extent possible, the other Partners in are allocated the same manner amount and type of capital gain as would have been allocated to those Partners had Sections 1245 and/or 1250 of the receipt Code not applied. For purposes of this subsection 4.4(b), in order to determine the proportionate allocations of depreciation and amortization deductions for each Fiscal Year, such deductions shall be deemed allocated on the same basis as Profits or expenditure giving rise to Losses for such credit is allocated pursuant to Section 5.1 or 5.2Fiscal Year. (bc) In accordance with Code Section 704(c) of the Code and the Regulations thereunder, income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any a variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) . In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”adjusted, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section section 704(c) of the Code and the Regulations thereunder. (d) . Any and all elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 subsection 4.4(c) 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 Partner’s 's Capital Account or share of Profits, Losses, other items, similar items or distributions pursuant to any provision of this Agreement. In addition, the General Partner may make curative allocations for the purpose of offsetting the effect of the "ceiling rule" in any manner permitted by the Regulations, including, but not limited to, in the manner permitted by Regulations Section 1.704-3(c) and Section 1.704-3T. (d) Partnership tax credits and other similar items shall be allocated to Partners in accordance with their respective Capital Account balances to the extent permitted under Section 1.704-1(b)(4)(ii) of the Regulations (or other applicable provisions of the Code and Regulations) and otherwise in accordance with such provisions.

Tax Allocations. Code Section CODE SECTION 704(c). (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, solely for income tax purposes, income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall(including income, solely for tax purposesgain, loss and deduction determined with respect to the alternative minimum tax) shall be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes (including such adjusted basis for alternative minimum tax purposes) and its initial Gross Asset Value (computed in accordance with Value, including, but not limited to, special allocations to a contributing Partner that are required under Code Section 704(c) to be made upon distribution of such property to any of the definition herein of “Gross Asset Value”)non-contributing Partners. (cb) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph paragraph (bii) of the definition herein of “"Gross Asset Value”" contained herein, solely for federal income tax purposes, subsequent allocations of income, gain, loss and deduction with respect to such asset shall (including income, gain, loss and deduction determined with respect to the alternative minimum tax) will take account of any variation between the adjusted basis of such asset (including such adjusted basis for federal income alternative minimum tax purposes purposes) and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (dc) Any elections or other decisions relating to such allocations shall under this SECTION 4.6, including the selection of any allocation method permitted under Regulations Section 1.704-3, will be made as Approved by the General Partner Partner. Except as otherwise provided in any manner that reasonably reflects this SECTION 4.6, all items of Partnership income, gain, loss, deduction and credit will for tax purposes be divided among the purpose and intention of this Agreement; provided, that the Partnership, Partners in the discretion same manner as they share correlative Profits, Losses or Partnership items of income, gain, loss or deduction, as the General Partnercase may be, may make, or not make, “curative” or “remedial” allocations (within for the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B))taxable year. Allocations pursuant to this Section 5.5 SECTION 4.6 are solely for purposes of federal, state, state and local taxes and shall will not affect, or in any way be taken into account in computing, any Partner’s 's Capital Account or share of Profits, Losses, Losses or other items, items or distributions pursuant to any provision of this Agreement. (d) If any taxable item of income or gain is computed differently from the taxable item of income or gain which results for purposes of the alternative minimum tax, then to the extent possible, without changing the overall allocations of items for purposes of either the Partners' Capital Accounts or the regular income tax (i) each Partner will be allocated items of taxable income or gain for alternative minimum tax purposes taking into account the prior allocations of originating tax preferences or alternative minimum tax adjustments to such Partner (and its predecessors) and (ii) other Partnership items of income or gain for alternative minimum tax purposes of the same character that would have been recognized, but for the originating tax preferences or alternative minimum tax adjustments, will be allocated away from those Partners that are allocated amounts pursuant to clause (i) so that, to the extent possible, the other Partners are allocated the same amount, and type, of alternative minimum tax income and gain that would have been allocated to them had the originating tax preferences or alternative minimum tax adjustments not occurred. (e) If any portion of gain recognized from the disposition of property by the Partnership represents the "recapture" of previously allocated deductions by virtue of the application of Code Section 1245 or 1250 ("RECAPTURE GAIN"), such Recapture Gain will be allocated as follows: FIRST, to the Partners, pro rata, in proportion to the lesser of each Partner's (i) allocable share of the total gain recognized from the disposition of such Partnership property and (ii) share of depreciation or amortization with respect to such property (as determined under Regulations Sections 1.1245-1(e)(2) and (3)), until each such Partner has been allocated Recapture Gain equal to such lesser amount; and SECOND, the balance of Recapture Gain will be allocated among the Partners whose allocable shares of total gain exceed their shares of depreciation or amortization with respect to such property (as determined under Regulations Sections 1.1245-1(e)(2) and (3)), in proportion to their shares of total gain (including Recapture Gain) from the disposition of such property; provided, however, that no Partner will be allocated Recapture Gain under this SECTION 4.6(e) in excess of the total gain allocated to such Partner from such disposition.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (cb) In the event the Gross Asset Value of any asset of the Partnership asset is shall be or has been adjusted pursuant to subparagraph (b) the provisions of the definition herein of “Gross Asset Value”this Agreement or any Prior Agreement, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. (dc) Any elections or other decisions relating to such Code Section 704(c) allocations shall be made by the General Partner Partners in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under . Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. (d) The Partnership shall continue to use the “remedial allocation method” (as defined in Regulations Section 1.704-3(d)) for purposes of computing Code Section 704(c) allocations and reverse Code Section 704(c) allocations to the extent that it previously adopted that method with respect to property contributed to the Partnership with a Gross Asset Value that differed from its adjusted tax basis at the time of contribution and property for which differences between Gross Asset Value and adjusted tax basis were created by a revaluation of Partnership property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f). (e) Except as otherwise provided in Subsection 5.6(d) or Subsection 5.6(f), the Partnership shall use the “traditional method” (as defined in Regulations Section 1.704-3(d)) for purposes of computing Code Section 704(c) allocations with respect to property contributed to the Partnership with a Gross Asset Value that differs from its adjusted tax basis at the time of contribution and reverse Code Section 704(c) allocations with respect to property for which differences between Gross Asset Value and adjusted tax basis are created when the Partnership revalues Partnership property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f). (f) The Partnership may use any method or combination of methods that is reasonable, under Regulations Section 1.704-3(a), that is proposed in writing by the General Partner and approved by the GE Representative Partner in writing, for purposes of computing Code Section 704(c) allocations with respect to specific contributions of property, as identified in the General Partner’s written proposal, or for purposes of computing reverse Code Section 704(c) allocations with respect to specific revaluations of property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f), as identified in the General Partner’s written proposal. (g) The Partnership shall account for any goodwill of the Partnership with respect to which there is a Code Section 734(b) basis adjustment consistent with the provisions of Regulations Section 1.197-2 (including Regulations Section 1.197-2(k), Example 31).

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (bi) In accordance with Code Section 704(c) and the Regulations applicable Treasury Regulation thereunder, income, gain, loss loss, and deduction with respect to any Property property contributed to the capital of the Partnership Company before or after the Effective Time or any liability assumed by or taken subject to by the Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property property or the adjusted issue price (if any) of such liability to the Partnership Company, as the case may be, for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Carrying Value”). (cii) In the event the Gross Asset Carrying Value of any Partnership Company asset or liability is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Carrying Value”” in Section 1 and Section 14(b) or (c), subsequent allocations of income, gain, loss loss, and deduction with respect to such asset or liability shall take account of any variation between the adjusted basis of such asset or the adjusted issue price (if any) of such liability, as the case may be, for federal income tax purposes and its Gross Asset Carrying Value in the same manner as under Code Section 704(c) and the Regulations applicable Treasury Regulation thereunder. (diii) Any elections For purposes of applying Section 704(c) to a contributed or other decisions relating to such allocations shall be made by revalued property or liability, the General Partner in Manager may, except as otherwise provided herein, elect any manner that reasonably reflects permissible method under Section 704(c) of the purpose Code and intention of this Agreementthe Treasury Regulations thereunder; provided, however, that with respect to the Partnershipadjustment to the Carrying Value of Company property and liabilities made in connection with the Additional Contributions, in the discretion of Manager shall, unless otherwise agreed by the General PartnerMembers, may make, or not make, elect “curativethe traditional method with curative allocations” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Treasury Regulation Section 1.704-3(c)(3)(ii3(c). (iv) Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, and “curative” any other allocations from disposition of contributed property not otherwise provided for shall be divided among the Members in the same proportions as they share Net Income or Net Loss, as the case may be, for the Allocations Period. (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). v) Allocations pursuant to this Section 5.5 14(g) 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 PartnerMember’s Capital Account or share of ProfitsNet Income, Losses, Net Loss other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided herein, for For federal income tax purposes, (i) except as otherwise provided in Section 4.04(b), each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative corresponding item of “book” book income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2this Article IV. (b) In accordance with Code Section 704(c) of the Code and the Regulations thereunder, income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners under any reasonable method selected by the General Partner so as to take account of any variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event . If the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph clause (bii) or (iv) of the definition herein of “Gross Asset Value”thereof, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) . Any elections or other decisions relating to such allocations shall be made by the General Partner in any a manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 4.04(b) 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 Partner’s Capital Account or share of Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement (c) The provisions of this Article IV (and other related provisions in this Agreement) pertaining to the allocation of items of Partnership income, gain, loss, deductions, and credits shall be interpreted consistently with the Regulations, and to the extent unintentionally inconsistent with such Regulations, shall be deemed to be modified to the extent necessary to make such provisions consistent with the Regulations.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinin this Paragraph 2(f), for federal income tax purposes, (i) each item items of taxable income, gaindeduction, gain and loss and deduction shall be allocated among the Partners in the same manner as the corresponding item is allocated for book purposes under Paragraphs 2(c), 2(d) and 2(e) of the corresponding item determined for Capital Account purposes. (i) Recapture of tax deductions arising out of a disposition of property shall, to the extent consistent with the allocations for tax purposes of the gain or amount realized giving rise to such recapture, be allocated to the Members in the same proportions as the recaptured deductions were originally allocated or claimed. (ii) To the extent required by Section 704(c) of the Code, income, gain, loss, and deduction (including depreciation, depletion and amortization) with respect to property contributed to the Company by a Member and with respect to property revalued in accordance with Treas. Reg. § 1.704-1(b)(2)(iv)(f) (collectively referred to as “Adjusted Properties”) shall be allocated between the Members so as to take account of the variation between the adjusted tax basis of the Adjusted Property to the Company and its correlative item fair market value at the time of “book” contribution or revaluation in accordance with the provisions of Sections 704(b) and 704(c) of the Code and Treas. Reg. § 1.704-3(b)(1). Any income, gain, loss or deduction is attributable to an Adjusted Property (exclusive of such items allocated pursuant to Sections 5.1 eliminate the difference between the adjusted tax basis and 5.2the fair market value in accordance with the preceding sentence) shall be allocated in the same manner as such gain or loss would be allocated under Paragraph 2(c). To the extent that allocations of tax items are required under section 704(c) of the Code or in accordance with the principles of 704(c) of the Code to be made other than in accordance with the allocations under Paragraphs 2(c), 2(d), and 2(e) of the corresponding items for Capital Account purposes, the Company shall use the method or methods described in Treas. Reg. § 1.704-3 as determined by the Board; provided however, that such method or methods shall ensure that the net taxable income or loss allocated to South32 in each taxable year includes items of deduction and loss in the aggregate at least equal to the items of deduction and loss that South32 would have been allocated if the property contributed by NovaCopper had adjusted tax basis equal to the value assigned to such property on the date of contribution. (iiiii) each tax credit Excess percentage depletion deductions with respect to depletable property shall be allocated to the Partners Members in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunderallocation of gross income from the property from which such deductions are derived. The term “excess percentage depletion” shall mean the excess, incomeif any, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely deductions for percentage depletion as determined for tax purposes, be allocated among the Partners so as to take account of any variation between purposes over the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction depletable property. 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 Gross Asset Value in the same manner as that is attributable to precontribution expenditures by NovaCopper that were capitalized under Code Section 704(cSections 616(b), 59(e) and the Regulations thereunder291(b). (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for For federal income tax purposes, (i) except as otherwise provided in this Section 6.03, each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as its correlative corresponding item of “book” book income, gain, loss or deduction is allocated pursuant to Sections 5.1 6.01 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.26.02. (b) In accordance with Code Section Sections 704(b) and 704(c) of the Code and the Regulations thereunder, income, gain, loss and deduction with respect to any Property Company asset contributed (or deemed contributed) to the capital of the Partnership Company shall, solely for federal income tax purposes, be allocated among the Partners Members so as to take into account of any variation between the adjusted basis of such Property to the Partnership Company asset for federal income tax purposes and its initial Gross Asset Book Value upon its contribution (computed in accordance with or deemed contribution). If the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Book Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”adjusted, subsequent allocations 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 Gross Asset the Book Value of such Company asset in the same manner as prescribed under Code Section Sections 704(b) and 704(c) and the Regulations thereunder. (c) If a Member acquires an Interest, redeems all or a portion of its Interest or transfers an Interest during a taxable year, the Net Profit or Net Loss (and other items referred to in Sections 6.01 and 6.02) attributable to any such 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 Regulations thereunder that is selected by the Tax Matters Member. (d) Any elections or The provisions of this Article VI (and other decisions relating related provisions in this Agreement) pertaining to such allocations the allocation of items of Company income, gain, loss, deductions, and credits shall be made by interpreted consistently with the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 are solely for purposes of federal, stateRegulations, and local taxes and to the extent unintentionally inconsistent with such Regulations, shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant deemed to any provision of this Agreementbe modified to the extent necessary to make such provisions consistent with the Regulations.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, solely for income tax purposes, income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership (including income, gain, loss and deduction determined with respect to the alternative minimum tax) shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes (including such adjusted basis for alternative minimum tax purposes) and its initial Gross Asset Value (computed in accordance with Value, including, but not limited to, special allocations to a contributing Partner that are required under Code Section 704(c) to be made upon distribution of such property to any of the definition herein of “Gross Asset Value”)non-contributing Partners. (cb) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph paragraph (bii) of the definition herein of “"Gross Asset Value”" contained herein, solely for federal income tax purposes, subsequent allocations of income, gain, loss and deduction with respect to such asset shall (including income, gain, loss and deduction determined with respect to the alternative minimum tax) will take account of any variation between the adjusted basis of such asset (including such adjusted basis for federal income alternative minimum tax purposes purposes) and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (dc) Any elections or other decisions relating to such allocations shall under this Section 4.6, including the selection of any allocation method permitted under Regulations Section 1.704-3, will be made as approved by the Managing General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided. Except as otherwise provided in this Section 4.6, that all items of Partnership income, gain, loss, deduction and credit will for tax purposes be divided among the Partnership, Partners in the discretion same manner as they share correlative Profits, Losses or Partnership items of income, gain, loss or deduction, as the General Partnercase may be, may make, or not make, “curative” or “remedial” allocations (within for the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B))taxable year. Allocations pursuant to this Section 5.5 4.6 are solely for purposes of federal, state, state and local taxes and shall will not affect, or in any way be taken into account in computing, any Partner’s 's Capital Account or share of Profits, Losses, Losses or other items, items or distributions pursuant to any provision of this Agreement. (d) If any taxable item of income or gain is computed differently from the taxable item of income or gain which results for purposes of the alternative minimum tax, then to the extent possible, without changing the overall allocations of items for purposes of either the Partners' Capital Accounts or the regular income tax (i) each Partner will be allocated items of taxable income or gain for alternative minimum tax purposes taking into account the prior allocations of originating tax preferences or alternative minimum tax adjustments to such Partner (and its predecessors) and (ii) other Partnership items of income or gain for alternative minimum tax purposes of the same character that would have been recognized, but for the originating tax preferences or alternative minimum tax adjustments, will be allocated away from those Partners that are allocated amounts pursuant to clause (i) so that, to the extent possible, the other Partners are allocated the same amount, and type, of alternative minimum tax income and gain that would have been allocated to them had the originating tax preferences or alternative minimum tax adjustments not occurred. (e) If any portion of gain recognized from the disposition of property by the Partnership represents the "recapture" of previously allocated deductions by virtue of the application of Code Section 1245 or 1250 ("Recapture Gain"), such Recapture Gain will be allocated as follows: First, to the Partners, pro rata, in proportion to the lesser of each Partner's (i) allocable share of the total gain recognized from the disposition of such Partnership property and (ii) share of depreciation or amortization with respect to such property (as determined under Proposed Treasury Regulation section 1.1245-1(e)(2)), until each such Partner has been allocated Recapture Gain equal to such lesser amount; and Second, the balance of Recapture Gain will be allocated among the Partners whose allocable shares of total gain exceed their shares of depreciation or amortization with respect to such property (as determined under Proposed Treasury Regulation section 1.1245-1(e)(2)), in proportion to their shares of total gain (including Recapture Gain) from the disposition of such property; provided, however, that no Partner will be allocated Recapture Gain under this Section 4.6(e) in excess of the total gain allocated to such Partner from such disposition.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal income tax purposesSubject to subsections 4.4(b), (ic) each item and (d) hereof, items of income, gain, loss and deduction and tax credits to be allocated for federal income tax purposes (collectively, "Tax Items") shall be allocated among the Partners as nearly as possible to the manner in which such items are allocated for purposes of determining the Capital Account balances pursuant to Section 4.1 hereof. (b) If any portion of gain from a Sale or other sale of Partnership property is treated as gain that is ordinary income by virtue of the application of Sections 1245 or. 1250 of the Code ("Affected Gain"), then (i) such Affected Gain shall be allocated among the Partners in the same manner proportion as its correlative item of “book” income, gain, loss or deduction is allocated pursuant the depreciation and amortization deductions giving rise to Sections 5.1 and 5.2the Affected Gain were allocated, and (ii) each tax credit other Tax Items of gain of the same character that would have been recognized but for the application of Sections 1245 and/or 1250 of the Code shall be allocated away from those Partners who are allocated Affected Gain pursuant to clause (i) immediately above so that, to the extent possible, the other Partners in are allocated the same manner amount and type of capital gain as would have been allocated to those Partners had Sections 1245 and/or 1250 of the receipt Code not applied. For purposes of this subsection 4.4(b), in order to determine the proportionate allocations of depreciation and amortization deductions for each Fiscal Year, such deductions shall be deemed allocated on the same basis as Profits or expenditure giving rise to Losses for such credit is allocated pursuant to Section 5.1 or 5.2Fiscal Year. (bc) In accordance with Code Section 704(c) of the Code and the Regulations thereunder, income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any a variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) . In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”adjusted, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section section 704(c) of the Code and the Regulations thereunder. (d) . Any and all elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 subsection 4.4(c) 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 Partner’s 's Capital Account or share of Profits, Losses, other items, similar items or distributions pursuant to any provision of this Agreement. In addition, the General Partner may make curative allocations for the purpose of offsetting the effect of the "ceiling rule" in any manner permitted by the Regulations, including, but not limited to, in the manner permitted by Regulations Section 1.704-3(c) and Section 1.704-3T. (d) Partnership tax credits and other similar items shall be allocated to Partners in accordance with their respective Capital Account balances to the extent permitted under Section 1.704-1(b)(4)(ii) of the Regulations (or other applicable provisions of the Code and Regulations) and otherwise in accordance with such provisions.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinin this Section 4.07 or required by the Code or other applicable law, the income, gains, losses, deductions and credits of the Company will be allocated, for federal federal, state and local income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner proportions as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to they share the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated corresponding items pursuant to Section 5.1 or 5.24.06. (b) In accordance with Code Section 704(c) and the Regulations thereunder, Items of Company taxable income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, Company in connection with its formation shall be allocated among the Partners Members in accordance with Code Section 704(c) under the “traditional method” so as to take account of any variation between the adjusted basis of such Property property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Book Value”). (c) In If the event the Gross Asset Book Value of any Partnership Company asset is adjusted pursuant to subparagraph the requirements of Treasury Regulations Section 1.704-1(b)(2)(iv)(e) or (b) of the definition herein of “Gross Asset Value”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 Book Value in the same manner as under Code Section 704(c) and the Regulations thereunder). (d) Any elections Tax deductions for compensation expense attributable to the exercise of options to purchase the common stock of Limited Brands or other decisions relating to such allocations the vesting of Limited Brands’ restricted stock after July 6, 2007 shall be made by the General Partner allocated to Limited. (e) If any Member who unexpectedly receives an adjustment, allocation or distribution described in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Treasury Regulation Section 1.704-3(c)(3)(ii1(b)(2)(ii)(d)(4), (5), and (6) and “curative” allocations from disposition of contributed property has an adjusted capital account deficit (within the meaning of determined according to Treasury Regulation Section 1.704-3(c)(3)(iii)(B1(b)(2)(ii)(d)). Allocations pursuant ) as of the end of any Fiscal Year, then taxable income or gain for such Fiscal Year shall be allocated to this Section 5.5 are solely for purposes of federal, statesuch Member in proportion to, and local taxes to the extent of, such adjusted capital account deficit. This Section 4.07(e) is intended to be a “qualified income offset” provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall not affect, or be interpreted in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreementa manner consistent therewith.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal income tax purposesSubject to subsections 4.4(b), (ic) each item and (d) hereof, items of income, gain, loss and deduction and tax credits to be allocated for federal income tax purposes (collectively, "Tax Items") shall be allocated among the Partners as nearly as possible to the manner in which such items arc allocated for purposes of determining the Capital Account balances pursuant to Section 4.1 hereof. (b) If any portion of gain from a Sale or other sale of Partnership property is treated as gain that is ordinary income by virtue of the application of Sections 1245 or 1250 of the Code ("Affected Gain"), then (i) such Affected Gain shall be allocated among the Partners in the same manner proportion as its correlative item of “book” income, gain, loss or deduction is allocated pursuant the depredation and amortization deductions giving rise to Sections 5.1 and 5.2the Affected Gain were allocated, and (ii) each tax credit other Tax Items of gain of the same character that would have been recognized but for the application of Sections 1245 and/or 1250 of the Code shall be allocated away from those Partners who are allocated Affected Gain pursuant to clause (i) immediately above so that, to the extent possible, the other Partners in are allocated the same manner amount and type of capital gain as would have been allocated to those Partners had Sections 1245 and/or 1250 of the receipt Code not applied. For purposes of this subsection 4.4(b), in order to determine the proportionate allocations of depreciation and amortization deductions for each Fiscal Year, such deductions shall be deemed allocated on the same basis as Profits or expenditure giving rise to Losses for such credit is allocated pursuant to Section 5.1 or 5.2Fiscal Year. (bc) In accordance with Code Section 704(c) of the Code and the Regulations thereunder, income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any a variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) . In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”adjusted, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section section 704(c) of the Code and the Regulations thereunder. (d) . Any and all elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 subsection 4.4(c) 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 Partner’s 's Capital Account or share of Profits, Losses, other items, similar items or distributions pursuant to any provision of this Agreement. In addition, the General Partner may make curative allocations for the purpose of offsetting the effect of the "ceiling rule" in any manner permitted by the Regulations, including, but not limited to, in the manner permitted by Regulations Section 1.704-3(c) and Section 1.704-3T. (d) Partnership tax credits and other similar items shall be allocated to Partners in accordance with their respective Capital Account balances to the extent permitted under Section 1.704-1(b)(4)(ii) of the Regulations (or other applicable provisions of the Code and Regulations) and otherwise in accordance with such provisions.

Tax Allocations. Code Section 704(c). ------------------------------------ (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as its correlative item of “"book” " income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) -------------------- each tax credit shall be allocated to the Partners Members in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2.. ------------------- (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “"Gross Asset Value”").. The Company shall use the remedial method of allocations specified in Treas. Reg. (S)1.704-3(d), or successor regulations, unless otherwise required by law, with respect to the initial contribution property set forth on Schedule I. (c) In the event the Gross Asset Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “"Gross Asset Value”", subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner Board in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the PartnershipCompany, in the discretion of the General PartnerBoard, may make, or not make, “"curative” " or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.EXECUTION COPY

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal For income tax purposes, (i) each item purposes all items of income, gain, loss loss, deduction and deduction credit shall be allocated among the Partners Members in the same manner as its correlative item set forth in Section 4.2; provided, however, that: (i) all items of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property property contributed to the capital Company by a Member (or revalued pursuant to the last sentence of the Partnership shall, solely for tax purposes, Section 4.1(a)) shall be allocated among the Partners for income tax purposes so as to take into account of any variation between the adjusted tax basis of such Property to the Partnership for federal income tax purposes property and its initial Gross Asset Agreed Value at the time of contribution (computed or the event requiring revaluation) in accordance with Section 704(c) of the definition herein Code (and Treasury Regulation Section 1.704-1(b)(2)(iv)(f)) and (unless the Tax Matters Member determines to use a different method in the case of “Gross Asset Value”a revaluation of Company Property or with respect to a contribution of property other than the Newsday Assets) the remedial method described in Treasury Regulation Section 1.704-3(d); and (ii) 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 Section 743 of the Code shall be taken into account by the Member or Members to which such adjustment is attributable. (b) In the event that the Code or any Treasury Regulations require allocations of items of income, gain, loss, deduction or credit different from those set forth in this Article 4, the Tax Matters Member is hereby authorized to make new allocations in reliance on the Code and such Treasury Regulations, and no such new allocation shall give rise to any claim or cause of action by any Member; provided, however, that the Tax Matters Member shall further make such other offsetting allocations of items of income, gain, loss, deduction or credit, to the extent permitted under the Code and Treasury Regulations, as may be required such that, considered together with such new allocations, resulting overall allocations of Net Income and Net Loss hereunder shall, to the greatest extent possible, be made in accordance with Section 4.2(a). (c) In the event the Gross Asset Value For purposes of any Partnership asset is adjusted pursuant to subparagraph (b) determining a Member’s proportional share of the definition herein Company’s “excess nonrecourse liabilities” within the meaning of “Gross Asset Value”Treasury Regulation Section 1.752-3(a)(3), subsequent allocations of income, gain, loss and deduction with respect to each Member’s interest in Net Income shall be such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunderMember’s Percentage Share. (d) Any elections If the Internal Revenue Service makes any adjustment pursuant to Section 482 of the Code with respect to any transaction between a Member (or other decisions relating to such an Affiliate of a Member) and the Company, Net Income and Net Loss shall nonetheless be determined on the basis of the terms of the transaction as agreed by the parties, and appropriate allocations shall be made by for tax purposes to reflect the General Partner in any manner that reasonably reflects economic arrangement between the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreementparties.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinin this Section 3.6, for federal income tax purposes, (i) each item items of taxable income, gaincredit, deduction, gain and loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt corresponding item is allocated for book purposes under Sections 3.3, 3.4 and 3.5 of the corresponding item determined for Capital Account purposes. (a) Recapture of tax deductions arising out of a disposition of property shall, to the extent consistent with the allocations for tax purposes of the gain or expenditure amount realized giving rise to such credit is recapture, be allocated pursuant to Section 5.1 the parties in the same proportions as the recaptured deductions were originally allocated or 5.2claimed. (b) In accordance with Code To the extent required by Section 704(c) and of the Regulations thereunderCode, income, gain, loss loss, and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, partnership by a party shall be allocated among the Partners parties so as to take account of any the variation between the adjusted basis of such Property the property to the Partnership for federal income tax purposes partnership and its initial Gross Asset Value (computed fair market value at the time of contribution. The parties intend that Section 704(c) shall effect no allocations of tax items that are different from the allocations under Sections 3.3, 3.4 and 3.5 of the corresponding items for Capital Account purposes; provided that gain or loss on the sale of property contributed to the tax partnership shall be allocated to the contributing party to the extent of built-in gain or loss, respectively, as determined under Treasury Regulation Section 1.704-3(a). However, to the extent that allocations of tax items other than built-in gain and built-in loss are required pursuant to Section 704(c) of the Code to be made other than in accordance with the definition herein allocations under Sections 3.3, 3.4 and 3.5 of “Gross Asset Value”)the corresponding items for Capital Account purposes, Section 704(c) shall be applied in accordance with the available allocation method that most closely approximates the intended allocation of tax items under this tax partnership agreement. (c) In The parties understand the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of incometax items set forth in this Section 3.6, gain, loss and deduction agree to report consistently with respect to such asset shall take account of any variation between the adjusted basis of such asset allocations for federal income and state tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunderpurposes. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for For U.S. federal income tax purposes, (i) except as otherwise provided in this Section 5.6, each item of incomeNet Profits, gain, loss Net Losses and deduction shall be allocated among the Partners Members in the same manner as its correlative corresponding item of “book” book income, gain, loss or deduction is allocated pursuant to Sections 5.1 Section 5.4 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.25.5. (b) In accordance with Code Section §704(b) and §704(c) and the Treasury Regulations thereunder, incomeNet Profits, gain, loss Net Losses and deduction with respect to any Property Company asset contributed (or deemed contributed) to the capital of the Partnership Company shall, solely for U.S. federal income tax purposes, be allocated among the Partners Members so as to take into account of any variation between the adjusted basis of such Property to the Partnership Company asset for U.S. federal income tax purposes and its initial Gross Asset Book Value upon its contribution (computed or deemed contribution). The Members hereby agree and acknowledge that, unless otherwise indicated by the Managing Member, the Company shall use the “traditional method with curative allocations” as described in accordance with Treasury Regulations §1.704-3(c). If the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Book Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”adjusted, subsequent allocations 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 U.S. federal income tax purposes and its Gross Asset the Book Value of such Company asset in the same manner as prescribed under Code Section §704(b) and §704(c) and the Treasury Regulations thereunder. (c) If a Member acquires an interest, redeems all or a portion of its interest or transfers an interest during a taxable year, the Net Profit or Net Loss (and other items referred to in Section 5.4 and Section 5.5) attributable to any such 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 Code §706 and the Treasury Regulations thereunder that is selected by the Tax Matters Partner. (d) Any elections or The provisions of this ARTICLE V (and other decisions relating related provisions in this Agreement) pertaining to such allocations the allocation of items of Company income, gain, loss, deductions, and credits shall be made by interpreted consistently with the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 are solely for purposes of federal, stateTreasury Regulations, and local taxes and to the extent unintentionally inconsistent with such Treasury Regulations, shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant deemed to any provision of this Agreementbe modified to the extent necessary to make such provisions consistent with the Treasury Regulations.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal income tax purposesSubject to subsections 4.4(b), (ic) each item and (d) hereof, items of income, gain, loss and deduction and tax credits to be allocated for federal income tax purposes (collectively, "Tax Items") shall be allocated among the Partners as nearly as possible to the manner in which such items are allocated for purposes of determining the Capital Account balances pursuant to Section 4.1 hereof. (b) If any portion of gain from a Sale or other sale of Partnership property is treated as gain that is ordinary income by virtue of the application of Sections 1245 or 1250 of the Code ("Affected Gain"), then (i) such Affected Gain shall be allocated among the Partners in the same manner proportion as its correlative item of “book” income, gain, loss or deduction is allocated pursuant the depreciation and amortization deductions giving rise to Sections 5.1 and 5.2the Affected Gain were allocated, and (ii) each tax credit other Tax Items of gain of the same character that would have been recognized but for the application of Sections 1245 and/or 1250 of the Code shall be allocated away from those Partners who are allocated Affected Gain pursuant to clause (i) immediately above so that, to the extent possible, the other Partners in are allocated the same manner amount and type of capital gain as would have been allocated to those Partners had Sections 1245 and/or 1250 of the receipt Code not applied. For purposes of this subsection 4.4(b), in order to determine the proportionate allocations of depreciation and amortization deductions for each Fiscal Year, such deductions shall be deemed allocated on the same basic as Profits or expenditure giving rise to Losses for such credit is allocated pursuant to Section 5.1 or 5.2Fiscal Year. (bc) In accordance with Code Section 704(c) of the Code and the Regulations thereunder, income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, shall solely for tax purposes, be allocated among the Partners so as to take account of any a variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) . In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”adjusted, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section section 704(c) of the Code and the Regulations thereunder. (d) . Any and all elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 subsection 4.4(c) 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 Partner’s 's Capital Account or share of Profits, Losses, other items, similar items or distributions pursuant to any provision of this Agreement. In addition, the General Partner may make curative allocations for the purpose of offsetting the effect of the "ceiling rule" in any manner permitted by the Regulations, including, but not limited to, in the manner permitted by Regulations Section 1.704-3(c) and Section 1.704-3T. (d) Partnership tax credits and other similar items shall be allocated to Partners in accordance with their respective Capital Account balances to the extent permitted under Section 1.704-1 (b)(4)(ii) of the Regulations (or other applicable provisions of the Code and Regulations) and otherwise in accordance with such provisions.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for For U.S. federal income tax purposes, (i) except as otherwise provided in this Section 5.5, each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as its correlative corresponding item of “book” book income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2.this Article V. (b) In accordance with Code Section Sections 704(b) and 704(c) of 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 Partnership Company shall, solely for U.S. federal income tax purposes, be allocated among the Partners Members so as to take into account of any variation between the adjusted basis of such Property to the Partnership Company asset for U.S. federal income tax purposes and its initial Gross Asset Value Book Basis upon its contribution (computed in accordance with or deemed contribution). If the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value Book Basis of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”adjusted, subsequent allocations 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 U.S. federal income tax purposes and its Gross Asset Value the Book Basis of such Company asset in the same manner as prescribed under Code Section Sections 704(b) and 704(c) and the Treasury Regulations thereunder. (d) . Any elections or other decisions relating to such allocations shall be made by the General Partner Board; provided that if any such election or decision should result in a materially disproportionate adverse effect on a particular Member relative to other Members, consent (which consent shall not be unreasonably conditioned, withheld or delayed) of such adversely affected Member shall be required. (c) If a Member acquires any Interests, redeems all or a portion of its Interests or Transfers any Interests during a taxable year, the Net Profits or Net Losses (and other items referred to in Section 5.3 or 5.4) attributable to such Interests 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 Board, provided that in any manner that reasonably reflects event Net Profits or Net Losses (and other items referred to in Section 5.3 or 5.4) attributable to any extraordinary non-recurring items of the purpose Company shall be allocated between the transferor and intention the transferee by closing the books of the Company with respect to such items. (d) The provisions of this Article V (and other related provisions in this Agreement; provided) pertaining to the allocation of items of Company income, that the Partnershipgain, in the discretion of the General Partnerloss, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 are solely for purposes of federal, statedeductions, and local taxes credits shall be interpreted consistently with the Treasury Regulations, and to the extent unintentionally inconsistent with such Treasury Regulations, shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant deemed to any provision of this Agreementbe modified to the extent necessary to make such provisions consistent with the Treasury Regulations.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). The Partnership shall use the remedial method of allocations specified in Treas. Reg. §1.704-3(d), or successor regulations, unless otherwise required by law. (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (cb) In the event the Gross Asset Value of any asset of the Partnership asset is shall be or has been adjusted pursuant to subparagraph (b) the provisions of the definition herein of “Gross Asset Value”this Agreement or any Prior Agreement, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. (dc) Any elections or other decisions relating to such Code Section 704(c) allocations shall be made by the General Partner Partners in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under . Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. (d) The Partnership shall continue to use the “remedial allocation method” (as defined in Regulations Section 1.704-3(d)) for purposes of computing Code Section 704(c) allocations and reverse Code Section 704(c) allocations to the extent that it previously adopted that method with respect to property contributed to the Partnership with a Gross Asset Value that differed from its adjusted tax basis at the time of contribution and property for which differences between Gross Asset Value and adjusted tax basis were created by a revaluation of Partnership property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f). (e) Except as otherwise provided in Subsection 5.6(d) or as agreed to by all Significant Limited Partners, the Partnership shall use the “traditional method” (as defined in Regulations Section 1.704-3(d)) for purposes of computing Code Section 704(c) allocations with respect to property contributed to the Partnership with a Gross Asset Value that differs from its adjusted tax basis at the time of contribution and reverse Code Section 704(c) allocations with respect to property for which differences between Gross Asset Value and adjusted tax basis are created when the Partnership revalues Partnership property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f). (f) The Partnership shall account for any goodwill of the Partnership with respect to which there is a Code Section 734(b) basis adjustment consistent with the provisions of Regulations Section 1.197-2 (including Regulations Section 1.197-2(k), Example 31).

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for For federal income tax purposes, (i) except as otherwise provided in this Section A-5, each item of income, gain, loss loss, and deduction and credit shall be allocated among the Partners Members in the same manner as its correlative corresponding item of “book” book income, gain, loss loss, deduction or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2.this Appendix A. (b) In accordance with Code Section Sections 704(b) and 704(c) of 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 Partnership Company shall, solely for federal income tax purposes, be allocated among the Partners Members so as to take into account of any variation between the adjusted basis of such Property to the Partnership Company asset for federal income tax purposes and its initial Gross Asset Book Value upon its contribution (computed in accordance with or deemed contribution). If the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Book Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”adjusted, subsequent allocations 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 Gross Asset the Book Value of such Company asset in the same manner as prescribed under Code Section Sections 704(b) and 704(c) and the Treasury Regulations thereunder. The Managing Member shall select the manner by which variations between Book Value and adjusted basis are taken into account in accordance with Code Sections 704(b) and 704(c) and the Treasury Regulations thereunder. (dc) Any elections or The provisions of this Appendix A (and other decisions relating related provisions in the Agreement) pertaining to such allocations the allocation of items of Company income, gain, loss, deduction, and credit shall be made by interpreted consistently with the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 are solely for purposes of federal, stateTreasury Regulations, and local taxes and to the extent unintentionally inconsistent with such Treasury Regulations, shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant deemed to any provision of this Agreementbe modified to the extent necessary to make such provisions consistent with the Treasury Regulations.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners Members in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or and 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner Board in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the PartnershipCompany, in the discretion of the General PartnerBoard, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.or

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) . In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members and Economic Interest Owners so as to take account of any variation between the adjusted basis of such Property property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with Section 2.1(j)(i) hereof). The Members and Economic Interest Owners hereby agree that the definition herein "remedial allocation method" described in Regulation Section 1.704-3(d) shall be used for allocating the disparity between the fair market value of “Gross Asset Value”). (c) a contributed asset and that asset's adjusted tax basis. In the event the Gross Asset Value of any Partnership Company asset is adjusted pursuant to subparagraph (bSection 2.1(i)(ii) of the definition herein of “Gross Asset Value”hereof, subsequent allocations of 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 Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d. The Members and Economic Interest Owners agree that the remedial allocation method described in Regulation Section 1.704-3(d) Any shall be used for allocating the disparity between the fair market value and adjusted tax basis. Other than the mandatory use of the remedial allocation method as specified above in this Section 7.5, any elections or other decisions relating to such allocations shall be made by the General Partner Tax Matters Member in any manner that than reasonably reflects the purpose and intention of this LLC Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 7.5 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 Partner’s Person's Capital Account or share of Net Profits, Net Losses, other items, or distributions pursuant to any provision provisions of this LLC Agreement.

Tax Allocations. Code Section 704(c). (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners Members in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”).. The Company shall use the remedial method of allocations specified in Treas. Reg. §1.704-3(d), or successor regulations, unless otherwise required by law, with respect to the initial contribution property set forth on Schedule I. (c) In the event the Gross Asset Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner Board in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the PartnershipCompany, in the discretion of the General PartnerBoard, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.or

Tax Allocations. Code Section 704(c) (a) Items of Income or Loss. Except as is otherwise provided hereinin this Exhibit B, for federal income tax purposesan allocation of Partnership Net Income, (i) Net Loss, Net Property Gain, Net Property Loss or Liquidating Gain to a Partner shall be treated as an allocation to such Partner of the same share of each item of income, gain, loss loss, deduction and deduction item of tax-exempt income or Section 705(a)(2)(B) expenditure (or item treated as such expenditure pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations) (“Tax Items”) that is taken into account in computing Net Income, Net Loss, Net Property Gain, Net Property Loss or Liquidating Gain. (b) Section 1245/1250 Recapture. Subject to subparagraph 4(c) below, if any portion of gain from the sale of Partnership assets is treated as gain which is ordinary income by virtue of the application of Sections 1245 or 1250 of the Code or is gain described in Section 1(h)(1)(D) of the Code (“Affected Gain”), then such Affected Gain shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 proportion that the depreciation and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure amortization deductions giving rise to such credit is allocated pursuant to Section 5.1 the Affected Gain were allocated. This subparagraph 4(b) shall not alter the amount of Net Income, Net Property Gain or 5.2. Liquidating Gain (bor items thereof) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between Partners, but merely the adjusted basis character of such Net Income, Net Property Gain or Liquidating Gain (or items thereof). For purposes hereof, in order to determine the Partnership proportionate allocations of depreciation and amortization deductions for federal income tax purposes each fiscal year or other applicable period, such deductions shall be deemed allocated on the same basis as Net Income, Net Loss, Net Property Gain, Net Property Loss and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”)Liquidating Gain for such respective period. (c) In Precontribution Gain, Revaluations. With respect to any Contributed Property, the event Partnership shall use any permissible method contained in the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (bRegulations promulgated under Section 704(c) of the definition herein of “Gross Asset Value”Code selected by the General Partner, subsequent allocations of incomein its sole discretion, gain, loss and deduction with respect to such asset shall take into account of any variation between the adjusted basis of such asset and the fair market value of such asset as of the time of the contribution (“Precontribution Gain”). Each Partner hereby agrees to report income, gain, loss and deduction on such Partner’s federal income tax return in a manner consistent with the method used by the Partnership. If any asset has a Gross Asset Value which is different from the Partnership’s adjusted basis for such asset for federal income tax purposes and its Gross Asset Value because the Partnership has revalued such asset pursuant to Section 1.704-1(b)(2) (iv)(f) of the Regulations, the allocations of Tax Items shall be made in accordance with the same manner as under Code principles of Section 704(c) of the Code and the Regulations and the methods of allocation promulgated thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention . The intent of this Agreement; provided, subparagraph 4(c) is that each Partner who contributed to the Partnership, in the discretion capital of the General PartnerPartnership a Contributed Property will bear, may makethrough reduced allocations of depreciation, increased allocations of gain or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant the tax detriments associated with any Precontribution Gain. This subparagraph 4(c) is to any provision of this Agreementbe interpreted consistently with such intent.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for For federal income tax purposes, (i) except as otherwise provided in this Section A-5, each item of income, gain, loss loss, and deduction and credit shall be allocated among the Partners in the same manner as its correlative corresponding item of “book” book income, gain, loss loss, deduction or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2.this Appendix A. (b) In accordance with Code Section Sections 704(b) and 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any Property Partnership asset contributed (or deemed contributed) to the capital of the Partnership shall, solely for federal income tax purposes, be allocated among the Partners so as to take into account of any variation between the adjusted basis of such Property to the Partnership asset for federal income tax purposes and its initial Gross Asset Book Value upon its contribution (computed in accordance with or deemed contribution). If the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Book Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”adjusted, subsequent allocations of taxable income, gain, loss and deduction with respect to such Partnership asset shall take account of any variation between the adjusted basis of such Partnership asset for federal income tax purposes and its Gross Asset the Book Value of such Partnership asset in the same manner as prescribed under Code Section Sections 704(b) and 704(c) and the Treasury Regulations thereunder. The General Partner shall select the manner by which variations between Book Value and adjusted basis are taken into account in accordance with Code Sections 704(b) and 704(c) and the Treasury Regulations thereunder. (dc) Any elections or The provisions of this Appendix A (and other decisions relating related provisions in the Agreement) pertaining to such allocations the allocation of items of Partnership income, gain, loss, deduction, and credit shall be made by interpreted consistently with the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 are solely for purposes of federal, stateTreasury Regulations, and local taxes and to the extent unintentionally inconsistent with such Treasury Regulations, shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant deemed to any provision of this Agreementbe modified to the extent necessary to make such provisions consistent with the Treasury Regulations.

Tax Allocations. Code All items of income, gain, loss, deduction, and any other tax items of the Company for each Fiscal Year (collectively referred to as “Company Tax Items”) shall be allocated for tax purposes to the Members in accordance with this Section 704(c)13.3. (a) Except as otherwise provided hereinin Sections 13.3(b) and 13.3(c), Company Tax Items shall be allocated for federal income tax purposes, (i) each item purposes in accordance with the allocations of items of income, gain, loss loss, deduction, Company Nonrecourse Deductions, Member Nonrecourse Deductions, Profits and deduction Losses under Section 13.2. For purposes of the preceding sentence, an allocation to a Member of a share of Profits or Losses shall be allocated among the Partners in treated as an allocation to such Member of the same manner as its correlative item share of “book” income, gain, loss each Company Tax Item that is taken into account in computing such Profits or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2Losses. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, Gain or loss and deduction with respect to upon sale or other disposition of any Property contributed to the capital Company or any depreciation, amortization or other cost recovery deduction allowable with respect to the basis of Property contributed to the Partnership shall, solely Company shall be allocated for tax purposes, be allocated purposes among the Partners contributing and non-contributing Members so as to take into account of any variation the difference between the adjusted tax basis of such Property to and the Partnership for federal income tax purposes and its initial Gross Asset Value (computed of the Property on the date of its contribution to the extent permitted by Treas. Reg. § 1.704-3 or such superseding regulations as may be promulgated in accordance with section 704(c) of the definition herein Code. In making allocations pursuant to the preceding sentence, the Board may apply any method or convention required or permitted by section 704(c) that provides the greatest allocation of tax items of depreciation and cost recovery deductions permissible under such provision to Members making cash contributions; provided, that in no event shall the “Gross Asset Value”remedial allocation method” (as described in Treas. Reg. § 1.704-3(d)) be utilized without the prior written consent of both Roquette and Solazyme (provided they are still Members). (c) In Except as provided in Section 13.3(b), if there has been an adjustment to the event the Gross Asset Value of any Partnership asset is adjusted Members’ Capital Accounts pursuant to subparagraph (bSection 4.4(e) of to reflect the definition herein of “Gross Asset Value”, subsequent allocations of unrealized income, gain, loss and loss, or deduction inherent in the Property, Company Tax Items with respect to such asset Property shall be allocated to the Members for tax purposes so as to take into account of any variation the difference between the adjusted tax basis of such asset for federal income tax purposes Property and its Gross Asset Value the value at which it is reflected in the Members’ Capital Accounts in the same manner as under Code Section 704(c) variations between the adjusted tax basis and fair market value of Property contributed to the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 Company 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 Partner’s Capital Account or share determining the Members’ allocations of Profits, Losses, other items, or distributions pursuant Company Tax Items under Section 13.3(b). The allocations under this Section 13.3(c) are intended to any provision of this Agreement.comply with paragraphs (b)(2)(iv)(f)(4) and (b)(4)(i)

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for For federal income tax purposes, (i) except as otherwise provided in this Section 6.03, each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as its correlative corresponding item of “book” book income, gain, loss or deduction is allocated pursuant to Sections 5.1 6.01 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.26.02. (b) In accordance with Code Section Sections 704(b) and 704(c) of the Code and the Regulations thereunder, income, gain, loss and deduction with respect to any Property Company asset contributed (or deemed contributed) to the capital of the Partnership Company shall, solely for federal income tax purposes, be allocated among the Partners Members so as to take into account of any variation between the adjusted basis of such Property to the Partnership Company asset for federal income tax purposes and its initial Gross Asset Book Value upon its contribution (computed in accordance with or deemed contribution) using the definition herein of “Gross Asset Value”traditional method” under Regulations Section 1.704-3(b). (c) In . If the event the Gross Asset Book Value of any Partnership Company asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”adjusted, subsequent allocations 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 the Book Value of such Company asset using the “traditional method” under Regulations Section 1.704-3(b). (c) If a Member acquires an Interest, redeems all or a portion of its Gross Asset Value Interest or transfers an Interest during a taxable year, the Net Profit or Net Loss (and other items referred to in Sections 6.01 and 6.02) attributable to any such Interest for such taxable year shall be allocated between the same manner 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 Section 704(c) and the Regulations thereunderthereunder that is selected by the Tax Matters Partner. (d) Any elections or The provisions of this Article VI (and other decisions relating related provisions in this Agreement) pertaining to such allocations the allocation of items of Company income, gain, loss, deductions, and credits shall be made by interpreted consistently with the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 are solely for purposes of federal, stateRegulations, and local taxes and to the extent unintentionally inconsistent with such Regulations, shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant deemed to any provision of this Agreementbe modified to the extent necessary to make such provisions consistent with the Regulations.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item Items of income, deduction, gain, loss and deduction loss, or credit of the LLC that are recognized for income tax purposes shall be allocated among the Partners Members in such manner as to reflect equitably the amounts credited to or debited against each member's Capital Account (or which will be so credited and debited), whether in such year, in prior years, or in subsequent years. The LLC shall establish and maintain records that indicate the extent to which the Capital Account of each Member, as of the last day of each Fiscal Year, includes amounts that have and have not been reflected in the same taxable income of such Member. In a manner as its correlative item of “book” incomedetermined by the Management Committee to be feasible and equitable, gain, loss or deduction is allocated pursuant to Sections 5.1 taxable income and 5.2, and (ii) gain in each tax credit Fiscal Year shall be allocated to among the Partners Members whose Capital Accounts have been allocated the related credits, and items of deduction, loss, and credit in each Fiscal Year shall be allocated among the same manner as Members whose Capital Accounts have been allocated the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2related debits. (b) In performing the allocations under Section 8.3(a), the following rules shall apply unless manifestly unreasonable: (i) Items of income and gain of the LLC shall be allocated to the Members in a manner that complies with the gain charge-back requirements of Treasury Regulations Section 1.704-2(f) and 1.704-2(i)(4). (ii) If any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Section 1.704-l(b)(2)(ii)(d)(4), 1.704-l(b)(2)(ii)(d)(5), or 1.704-l(b)(2)(ii)(d)(6), items of LLC gross income and gain shall be specially allocated to such Member for tax purposes in an amount and manner sufficient to eliminate as quickly as possible any deficit balance created by such adjustments, allocations, or distributions in the Member's capital account maintained for tax purposes. Any special allocation under this Section 8.3(b) shall be taken into account in computing subsequent allocations of income, deduction, gain, loss, and credit so that the net amount of allocations of income, deduction, gain, loss, and credit shall, to the extent possible, be equal to the net amount that would have been allocated if the unexpected adjustment, allocation, or distribution had not occurred. (iii) If the admission of a Member results in any compensation income to such Member and as a result the LLC receives a deduction for tax purposes, such deduction shall be specially allocated to such Member. (iv) The LLC shall take into account the allocations in Sections 8.3(a) and 8.3(b)(i) and (ii) (the "Regulatory Allocations") in computing --------------------- subsequent allocations pursuant to Section 8.3 so that the net amount of any items so allocated and all other items allocated to each Member pursuant to this Section 8.3 shall, to the extent possible, be equal to the amount that would have been allocated to each Member had the Regulatory Allocations not been in this Agreement. (c) For purposes of determining the tax items allocable to any period, such items shall be determined on a daily basis, as determined by the Management Committee using any permissible method under Code Section 706 and the Regulations thereunder. (d) In accordance with Code Section 704(b) and Code Section 704(c) and the Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property property contributed to the capital of the Partnership LLC or revalued by the LLC shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property property to the Partnership LLC for federal income tax purposes and its initial Gross Asset Value (computed in accordance with value as reflected on the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) books of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) LLC. Any elections or other decisions relating to such allocations shall be made by the General Partner Management Committee in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision intent of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinin this Section 4.3, the taxable income or loss of the Company (and items thereof) for federal income tax purposesany taxable year shall be allocated among the Members in proportion to and in the same manner as Net Profit, (i) each item Net Loss and separate items of income, gain, loss and deduction shall be (excluding items for which there are no related tax items) are allocated among the Partners Members for Capital Account purposes pursuant to the provisions of Section 4.1 and Section 4.2. Except as otherwise provided in this Section 4.3, the same manner as its correlative allocable share of a Member for Federal income tax purposes in each specified item of “book” income, gain, deduction and loss of the Company comprising Net Profit, Net Loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is an item allocated pursuant to Section 5.1 4.1 and Section 4.2 shall be the same as such Member’s allocable share of Net Profit, Net Loss or 5.2the corresponding item for such taxable year. (b) In Except as otherwise provided in this Section 4.3, in accordance with Code the principles of Section 704(c) of the Code and the Treasury Regulations thereunderthereunder (including the Treasury Regulations applying the principles of Section 704(c) of the Code to changes in Gross Asset Values), income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company property having a Gross Asset Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for Federal income tax purposes, be allocated among the Partners so as to take account of any variation between Members using the adjusted basis of “remedial method” under Treasury Regulation Section 1.704-3(d) or such Property to other method determined by the Partnership for federal income tax purposes Board and its initial Gross Asset Value (computed in accordance with permitted by the definition herein of “Gross Asset Value”)Treasury Regulations. (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”Except as otherwise provided in this Section 4.3, subsequent allocations all items of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal Federal income tax purposes and its Gross Asset Value shall be allocated in the same manner as under Code the corresponding item is allocated pursuant to Section 704(c) and the Regulations thereunder4.1 or Section 4.2. (d) Any elections (i) recapture of depreciation or any other decisions relating to such allocations item of deduction shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnershipallocated, in accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1254-5, to the discretion Members who received the benefit of the General Partner, may make, or not make, “curative” or “remedial” allocations such deductions (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset taking into account the effect of remedial allocations), and (ii) recapture of tax credits shall be allocated to the “ceiling rule” for a prior Taxable Year Members in accordance with applicable Law. (within e) Tax credits of the meaning of Company shall be allocated among the Members as provided in Treasury Regulation Section Sections 1.704-3(c)(3)(ii)1(b)(4)(ii) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B1(b)(4)(viii)). . (f) Allocations pursuant to this Section 5.5 4.3 are solely for purposes of U.S. federal, state, and local taxes and and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any PartnerMember’s Capital Account or share of Net Profits, Net Losses, other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinAll income, gains, losses, deductions and credits of the Company shall be allocated, for federal federal, state and local income tax purposes, (i) each item among the Members in accordance with the allocation of such income, gaingains, loss losses, deductions and deduction credits among the Members for computing their Capital Accounts, except that if any such allocation for tax purposes is not permitted by the Code or other applicable law, the Company's subsequent income, gains, losses, deductions and credits shall be allocated among the Partners in the same manner as its correlative item of “book” incomeMembers for tax purposes, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the allocation set forth herein in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2computing their Capital Accounts. (b) In accordance with Code Section 704(c) and the Regulations thereunder, Items of Company taxable income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, Company shall be allocated among the Partners Members in accordance with Code Section 704(c) and the traditional method of Treasury Regulation Section 1. 704-3(b) so as to take account of any variation between the adjusted basis of such Property property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Book Value”). (c) In If the event the Gross Asset Book Value of any Partnership asset Company property is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”Section 4.2, 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 Gross Asset Book Value in the same manner as under Code Section 704(c) and the Regulations thereunder). (d) Any elections or other decisions relating to such allocations Allocations of tax credit, tax credit recapture, and any items related thereto shall be made allocated to the Members according to their interests in such items as determined by the General Partner in any manner that reasonably reflects Board taking into account the purpose and intention principles of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Treasury Regulation Section 1.704-3(c)(3)(ii1(b)(4)(ii). (e) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 5.4 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 Partner’s Member's Capital Account or share of Profits, Losses, distributions or other items, or distributions items pursuant to any provision provisions of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided hereinAll income, gains, losses, deductions and credits of the Company shall be allocated, for federal federal, state and local income tax purposes, (i) each item among the Members in accordance with the allocation of such income, gaingains, loss losses, deductions and deduction credits among the Members for computing their Capital Accounts, except that if any such allocation for tax purposes is not permitted by the Code or other applicable law, the Company’s subsequent income, gains, losses, deductions and credits shall be allocated among the Partners in the same manner as its correlative item of “book” incomeMembers for tax purposes, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the allocation set forth herein in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2computing their Capital Accounts. (b) In accordance with Code Section 704(c) and the Regulations thereunder, Items of Company taxable income, gain, loss and deduction with respect to any Property property contributed to the capital of the Partnership shall, solely for tax purposes, Company shall be allocated among the Partners Members in accordance with Code Section 704(c) and the traditional method of Treasury Regulation Section 1.704-3 (b) so as to take account of any variation between the adjusted basis of such Property property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Book Value”). (c) In If the event the Gross Asset Book Value of any Partnership asset Company property is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”Section 4.2, 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 Gross Asset Book Value in the same manner as under Code Section 704(c) and the Regulations thereunder). (d) Any elections or other decisions relating to such allocations Allocations of tax credit, tax credit recapture, and any items related thereto shall be made allocated to the Members according to their interests in such items as determined by the General Partner in any manner that reasonably reflects Board taking into account the purpose and intention principles of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Treasury Regulation Section 1.704-3(c)(3)(iil(b)(4)(ii). (e) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 5.4 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 PartnerMember’s Capital Account or share of Profits, Losses, distributions or other items, or distributions items pursuant to any provision provisions of this Agreement.

Tax Allocations. Code Section 704(c) (a) Except as otherwise provided herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Partners in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition herein of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Partnership, in the discretion of the General Partner, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to, “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.5 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 Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.