Common use of Tax Elections Clause in Contracts

Tax Elections. (a) Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need not be the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) The General Partner shall have the right to seek to revoke any tax election it makes, including the election under Section 754 of the Code, upon the General Partner’s determination, in its sole and absolute discretion, that such revocation is in the best interests of the Partners. (d) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreement.

Tax Elections. (a) Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need not be the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) The General Partner shall have the right to seek to revoke any tax election it makes, including the election under Section 754 of the Code, upon the General Partner’s determination, in its sole and absolute discretion, that such revocation is in the best interests of the Partners. (d) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service IRS Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreement.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need not be , including the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated election under the provisions of Section 704(c) 754 of the Code. (c) . The General Partner shall have the right to seek to revoke any tax such election it makes(including without limitation, including the any election under Section 754 of the Code, ) upon the General Partner’s determination, determination in its sole and absolute discretion, discretion that such revocation is in the best interests of the Partners. (d) B. The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes availablePartners. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreement.

Tax Elections. (a) Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need not be the same method for each item or property) of eliminating the disparity between the Gross Asset Value book value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations regulations promulgated under the provisions of Section 704(c) of the Code. (c) The General Partner shall have the right to seek to revoke any tax election it makes, including the election under Section 754 of the Code, upon the General Partner’s determination, in its sole and absolute discretion, that such revocation is in the best interests of the Partners. (d) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes availablePartners. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreement.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. Code (b) The General Partner shall elect a permissible method (which need not be including the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated election under the provisions of Section 704(c) 754 of the Code. (c) ). The General Partner shall have the right to seek to revoke any tax such election it makes, including the election under Section 754 of the Code, upon the General Partner’s determination, determination in its sole and absolute discretion, discretion that such revocation is in the best interests of the Partners. (d) The B. Without limiting the foregoing, the Partners, intending to be legally bound, hereby authorize the Partnership General Partner, on behalf of the Partnership, to make an election (the “LV Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section § 1.83-3(13(l) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “LV Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the LV Safe Harbor Election remains effective, to the extent such interest meets the LV Safe Harbor requirements (collectively, such interests are referred to as “LV Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the LV Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes availablePartners. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the LV Safe Harbor (including forfeiture allocations) with respect to all LV Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of LV Safe Harbor Interests consistent with such final LV Safe Harbor guidance. The General Partner Partnership is also authorized to take such actions as are necessary to achieve, under the LV Safe Harbor, the effect that the election and compliance with all requirements of the LV Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section § 1.83-3, including amending this Agreement.

Tax Elections. (a) Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need , including, but not be limited to, the same method for each item or property) of eliminating the disparity between the Gross Asset Value election under Code Section 754 and the tax basis for each item election to use the “recurring item” method of accounting provided under Code Section 461(h) with respect to property contributed to taxes imposed on the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) Partnership’s Properties. The General Partner shall have the right to seek to revoke any tax such election it makes(including, including the without limitation, any election under Section 754 of the Code, Code Sections 461(h) and 754) upon the General Partner’s determination, determination in its sole and absolute discretion, discretion that such revocation is in the best interests of the Partners. (db) The Without limiting the foregoing, the Partners, intending to be legally bound, hereby authorize the Partnership General Partner, on behalf of the Partnership, to make an election (the “LV Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section § 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “LV Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the LV Safe Harbor Election remains effective, to the extent such interest meets the LV Safe Harbor requirements (collectively, such interests are referred to as “LV Safe Harbor Interests”). The tax matters partner Tax Matters Partner is authorized and directed to execute and file the LV Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes availablePartners. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the LV Safe Harbor (including forfeiture allocations) with respect to all LV Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of LV Safe Harbor Interests consistent with such final LV Safe Harbor guidance. The General Partner Partnership is also authorized to take such actions as are necessary to achieve, under the LV Safe Harbor, the effect that the election and compliance with all requirements of the LV Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section § 1.83-3, including amending this Agreement.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, Managing Member shall determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need not be , including any election under the same method for each item or property) of eliminating New Partnership Audit Procedures, the disparity between the Gross Asset Value election under Code Section 754 and the tax basis for each item election to use the “recurring item” method of accounting provided under Code Section 461(h) with respect to property contributed taxes imposed on the Company’s Properties; provided, however, that, if the “recurring item” method of accounting is elected with respect to such property taxes, the Company shall pay the applicable property taxes prior to the Partnership or to a Subsidiary date provided in Code Section 461(h) for purposes of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) determining economic performance. The General Partner Managing Member shall have the right to seek to revoke any tax such election it makes, (including the any election under Section 754 of the Code, upon the General Partner’s determination, in its sole Code Sections 461(h) and absolute discretion, that such revocation is in the best interests of the Partners754). (d) The PartnersB. Without limiting the foregoing, the Members, intending to be legally bound, hereby authorize the Partnership Managing Member, on behalf of the Company, to make an election (the “LV Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section § 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “LV Safe Harbor”), apply to LTIP Units and any interest in the Partnership Company transferred to to, or for the benefit of, a service provider while the LV Safe Harbor Election remains effective, to the extent such interest meets the LV Safe Harbor requirements (collectively, such interests are referred to as “LV Safe Harbor Interests”). The tax matters partner Tax Matters Member or Managing Member, as applicable, is authorized and directed to execute and file the LV Safe Harbor Election on behalf of the Partnership Company and the Partners if and when the Safe Harbor Election becomes availableMembers. The Partnership Company and the Partners Members (including any person to whom an LTIP Unit or other interest in the Partnership Company is transferred in connection with the performance of services) hereby agree to comply with all requirements of the LV Safe Harbor (including forfeiture allocations) with respect to all LV Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of LV Safe Harbor Interests consistent with such final LV Safe Harbor guidance. The General Partner Company is also authorized to take such actions as are necessary to achieve, under the LV Safe Harbor, the effect that the election and compliance with all requirements of the LV Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreement.

Tax Elections. (a) Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code and the Regulations, including any election under the BBA Rules and the election under Section 754 of the Code. (b) The Except as otherwise required by the Tax Protection Agreement or by any other agreement between the General Partner or the Partnership and any Partner, the General Partner shall elect a permissible method (which need not be the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) The General Partner shall have the right to seek to revoke any tax election it makes, including any election under the BBA Rules and the election under Section 754 of the Code, upon the General Partner’s determination, in its sole and absolute discretion, that such revocation is in the best interests of the Partners. (d) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation proposed Regulations Section 1.83-3(1) and the Proposed proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner General Partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation proposed Regulations Section 1.83-3, including amending this Agreement.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need , including, but not be limited to, the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated election under the provisions of Section 704(c) 754 of the Code. (c) . The General Partner shall have the right to seek to revoke any tax such election it makesmakes (including, including the without limitation, any election under Section 754 of the Code, ) upon the General Partner’s determination, in its sole and absolute discretion. Notwithstanding the foregoing, that in making any such revocation is in tax election, the best interests of General Partner, may, but shall be under no obligation (unless pursuant to a separate written agreement) to take into account the Partnerstax consequences to any Limited Partner resulting from any such election. (d) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to B. To the extent such interest meets provided for in Regulations, revenue rulings, revenue procedures and/or other IRS guidance issued after the Safe Harbor requirements (collectivelydate hereof, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred hereby authorized to, and at the direction of the General Partner shall, elect a safe harbor under which the fair market value of any Partnership Interests issued in connection with the performance of servicesservices after the effective date of such Regulations (or other guidance) will be treated as equal to the liquidation value of such Partnership Interests (i.e., a value equal to the total amount that would be distributed with respect to such interests if the Partnership sold all of its assets for their fair market value immediately after the issuance of such Partnership Interests, satisfied its liabilities (excluding any non-recourse liabilities to the extent the balance of such liabilities exceed the fair market value of the assets that secure them) and distributed the net proceeds to the Partners under the terms of this Agreement). In the event that the Partnership makes a safe harbor election as described in the preceding sentence, each Partner hereby agree agrees to comply with all safe harbor requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor transfers of such Partnership Interests and to prepare and file all U.S. federal income tax returns reporting while the tax consequences safe harbor election remains effective. C. A Partner’s “interest in partnership profits” for purposes of determining its share of the issuance and vesting excess nonrecourse liabilities of Safe Harbor Interests the Partnership within the meaning of Regulations Section 1.752-3(a)(3) shall be such Partner’s Percentage Interest except as otherwise determined by the General Partner in its sole discretion, consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under Section 752 and the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this AgreementRegulations thereunder.

Tax Elections. (a) Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need , including, but not be limited to, the same method for each item or property) of eliminating the disparity between the Gross Asset Value election under Code Section 754 and the tax basis for each item election to use the “recurring item” method of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated accounting provided under the provisions of Code Section 704(c) of the Code. (c) 461(h). The General Partner shall have the right to seek to revoke any tax such election it makes(including, including the without limitation, any election under Section 754 of the Code, Code Sections 461(h) and 754) upon the General Partner’s determination, determination in its sole and absolute discretion, discretion that such revocation is in the best interests of the Partners. (db) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section § 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner Tax Matters Partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes availablePartners. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner Partnership is also authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section § 1.83-3, including amending this Agreement.

Tax Elections. (ai) Except as otherwise provided hereinin this Section 7.4(c)(i), the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need not be the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) The General Partner shall have the exclusive right to seek make or cause to revoke be made, in its sole discretion, any election or filing under any applicable tax election it makeslaws, including the but not limited to any election under Section 754 6226 of the Code, upon any election to adjust the basis of Partnership property pursuant to Sections 734(b), 743(b) and 754 of the Code or comparable provisions of state, local or foreign law, the filing of any consent dividend on Internal Revenue Service Form 972 with respect to the Fund REIT, treating any entity as a “taxable REIT subsidiary,” or treating any investment as a foreclosure property under Section 856(e) of the Code. Notwithstanding the foregoing, the General Partner’s determination, in its sole and absolute discretion, that such revocation is in the best interests Partner shall not make an election pursuant to Section 301.7701-3 of the PartnersRegulations to have the Partnership treated as an association taxable as a corporation for federal income tax purposes, unless such election is deemed necessary or appropriate in connection with an initial public offering. (dii) (A) The Partners, intending General Partner (the “Election Partner”) is hereby authorized and directed to be legally bound, hereby authorize cause the Partnership to make an election to value any interests issued by the Partnership as compensation for services to the Partnership (collectively, “Compensatory Interests”) at liquidation value (the “Safe Harbor Election”) ), as the same may be permitted pursuant to have or in accordance with the “liquidation value” safe harbor provided in finally promulgated successor rules to Proposed Treasury Regulation Section Regulations §1.83-3(13(l) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements 43 (collectively, such interests are referred to as the “Safe Harbor InterestsProposed Rules”). The tax matters partner is authorized Election Partner shall cause the Partnership to make any allocations of items of income, gain, deduction, loss or credit (including forfeiture allocations and directed elections as to execute allocation periods) necessary or appropriate to effectuate and file maintain the Safe Harbor Election. Any such Safe Harbor Election shall be binding on behalf of the Partnership and the on all of its Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Transfers of Compensatory Interests thereafter made by the Partnership, except for any such Transfers made after revocation of such Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Election. A Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Election once made may be revoked by the Election Partner is authorized to take such actions as are necessary to achieve, under permitted by the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this AgreementRules or any applicable rule.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. Code (b) The General Partner shall elect a permissible method (which need not be including the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated election under the provisions of Section 704(c) 754 of the Code. (c) ). The General Partner shall have the right to seek to revoke any tax such election it makes, including the election under Section 754 of the Code, upon the General Partner’s determination, determination in its sole and absolute discretion, discretion that such revocation is in the best interests of the Partners. (d) The B. Without limiting the foregoing, the Partners, intending to be legally bound, hereby authorize the Partnership General Partner, on behalf of the Partnership, to make an election (the “LV Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section § 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “LV Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the LV Safe Harbor Election remains effective, to the extent such interest meets the LV Safe Harbor requirements (collectively, such interests are referred to as “LV Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the LV Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes availablePartners. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the LV Safe Harbor (including forfeiture allocations) with respect to all LV Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of LV Safe Harbor Interests consistent with such final LV Safe Harbor guidance. The General Partner Partnership is also authorized to take such actions as are necessary to achieve, under the LV Safe Harbor, the effect that the election and compliance with all requirements of the LV Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section § 1.83-3, including amending this Agreement.

Tax Elections. (a) Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need , including, but not be limited to, the same method for each item or property) of eliminating the disparity between the Gross Asset Value election under Code Section 754 and the tax basis for each item election to use the “recurring item” method of accounting provided under Code Section 461(h) with respect to property contributed to taxes imposed on the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) Partnership’s Properties. The General Partner shall have the right to seek to revoke any tax such election it makes(including, including the without limitation, any election under Section 754 of the Code, Code Sections 461(h) and 754) upon the General Partner’s determination, determination in its sole and absolute discretion, discretion that such revocation is in the best interests of the Partners. (db) The Without limiting the foregoing, the Partners, intending to be legally bound, hereby authorize the Partnership General Partner, on behalf of the Partnership, to make an election (the “LV Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section § 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service IRS Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “LV Safe Harbor”), apply to any interest in the Partnership Interest transferred to a service provider while the LV Safe Harbor Election remains effective, to the extent such interest meets the LV Safe Harbor requirements (collectively, such interests are referred to as “LV Safe Harbor Interests”). The tax matters partner Tax Matters Partner is authorized and directed to execute and file the LV Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes availablePartners. The Partnership and the Partners (including any person to whom an interest in the a Partnership Interest is transferred in connection with the performance of services) hereby agree to comply with all requirements of the LV Safe Harbor (including forfeiture allocations) with respect to all LV Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of LV Safe Harbor Interests consistent with such final LV Safe Harbor guidance. The General Partner Partnership is also authorized to take such actions as are necessary to achieve, under the LV Safe Harbor, the effect that the election and compliance with all requirements of the LV Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section § 1.83-3, including amending this Agreement.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. Code (b) The General Partner shall elect a permissible method (which need not be including the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated election under the provisions of Section 704(c) 754 of the Code. (c) ). The General Partner shall have the right to seek to revoke any tax such election it makes, including the election under Section 754 of the Code, upon the General Partner’s determination, determination in its sole and absolute discretion, discretion that such revocation is in the best interests of the Partners. (d) The PartnersB. To the extent provided for in Treasury Regulations, intending to be legally boundrevenue rulings, hereby authorize revenue procedures and/or other IRS guidance issued after the date hereof, the Partnership to make an election is hereby authorized to, and at the direction of the General Partner shall, elect a safe harbor (the “LITP Safe Harbor” and such election, the “Safe Harbor Election”) under which the fair market value of any Partnership Interests issued in connection with the performance of services after the effective date of such Treasury Regulations (or other guidance) (such interests, “Safe Harbor Interests”) will be treated as equal to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83value of such Safe Harbor Interests (i.e., a value equal to the total amount that would be distributed with respect to such interests if the Partnership sold all of its assets for their fair market value immediately after the issuance of such Safe Harbor Interests, satisfied its liabilities (excluding any non-3(1recourse liabilities to the extent the balance of such liabilities exceeds the fair market value of the assets that secure them) and distributed the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, net proceeds to the Partners under the terms of this Agreement). In the event that the Partnership makes a Safe Harbor Election as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest described in the Partnership transferred preceding sentence, each Partner hereby agrees to a service provider comply with all Safe Harbor requirements with respect to transfers of such Safe Harbor Interests while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreement.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need not be , including the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated election under the provisions of Section 704(c) 754 of the Code. (c) . The General Partner shall have the right to seek to revoke any tax such election it makes(including without limitation, including the any election under Section 754 of the Code, ) upon the General Partner’s determination, determination in its sole and absolute discretion, discretion that such revocation is in the best interests of the Partners. (d) B. The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner General Partner is authorized and directed to execute and file the any Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes availablePartners. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreement.

Tax Elections. (a) Except as otherwise provided herein, the General Partner shall, in its sole after consultation with and absolute discretiondirection from the Board of Directors, determine whether to make any available election pursuant to the Code. (b) . Notwithstanding the above, in making any such tax election the General Partner and the Board of Directors may, but shall be under no obligation to, take into account the tax consequences to the Limited Partners resulting from any such election. The General Partner shall can, after direction and approval from the Board of Directors, elect a permissible to use any method permitted by Code Section 704(c) and the Regulations thereunder to take into account any variation between the adjusted basis of any property contributed (which need not be or deemed contributed) to the same Partnership and such property’s initial Carrying Value; provided, however, the traditional method for each item or propertywith curative allocations under Section 1.704-3(c) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property Treasury Regulations shall be utilized with respect to any assets deemed contributed to the Partnership or to a Subsidiary of the Partnership for federal income tax purposes pursuant to the Regulations promulgated under transactions contemplated by the provisions of Section 704(c) of the Code. (c) Purchase Agreements. The General Partner Partner, after direction and approval from the Board of Directors, shall have the right to seek to revoke any tax election it makesmakes (including, including the without limitation, an election under Section 754 of the Code, ) upon the General Partner’s determination, in its sole and absolute discretion, determination that such revocation is in the best interests of the Partners. (d) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to . To the extent such interest meets provided for in Regulations, revenue rulings, revenue procedures and/or other IRS guidance issued after the Safe Harbor requirements (collectivelydate of this Agreement, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred hereby authorized to, and at the direction of the General Partner (after direction and approval from the Board of Directors) shall, elect a safe harbor under which the fair market value of any Partnership Interests issued in connection with the performance of servicesservices after the effective date of such Regulations or other guidance will be treated as equal to the liquidation value of such Partnership Interests (i.e., a value equal to the total amount that would be distributed with respect to such Partnership Interests if the Partnership sold all of its assets for their fair market value immediately after the issuance of such Partnership Interests, satisfied its liabilities (excluding any non-recourse liabilities to the extent the balance of such liabilities exceed the fair market value of the assets that secure them) and distributed the net proceeds to the Partners under the terms of this Agreement). In the event that the Partnership makes a safe harbor election as described in the preceding sentence, each Partner hereby agree agrees to comply with all safe harbor requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor transfers of such Partnership Interests and to prepare and file all U.S. federal income tax returns reporting while the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the safe harbor election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreementremains effective.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. , including, but not limited to, the election under Section 754 of the Code, and to take (bor refrain from taking) The any and all other actions with respect to taxes that the General Partner shall elect a permissible method (which need not be the same method for each item determine to take or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) refrain from taking. The General Partner shall have the right to seek to revoke any tax such election it makesmakes (including, including the without limitation, any election under Section 754 of the Code, ) upon the General Partner’s determination, in its sole and absolute discretion. Notwithstanding the foregoing, that in making any such revocation is in tax election, the best interests of General Partner, may, but shall be under no obligation (unless pursuant to a separate written agreement) to take into account the Partnerstax consequences to any Limited Partner resulting from any such election. (d) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to B. To the extent such interest meets provided for in Regulations, revenue rulings, revenue procedures and/or other IRS guidance issued after the Safe Harbor requirements (collectivelydate hereof, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred hereby authorized to, and at the direction of the General Partner shall, elect a safe harbor under which the fair market value of any Partnership Interests issued in connection with the performance of servicesservices after the effective date of such Regulations (or other guidance) will be treated as equal to the liquidation value of such Partnership Interests (i.e., a value equal to the total amount that would be distributed with respect to such interests if the Partnership sold all of its assets for their fair market value immediately after the issuance of such Partnership Interests, satisfied its liabilities (excluding any non-recourse liabilities to the extent the balance of such liabilities exceed the fair market value of the assets that secure them) and distributed the net proceeds to the Partners under the terms of this Agreement). In the event that the Partnership makes a safe harbor election as described in the preceding sentence, each Partner hereby agree agrees to comply with all safe harbor requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor transfers of such Partnership Interests and to prepare and file all U.S. federal income tax returns reporting while the tax consequences safe harbor election remains effective. C. A Partner’s “interest in partnership profits” for purposes of determining its share of the issuance and vesting excess nonrecourse liabilities of Safe Harbor Interests the Partnership within the meaning of Regulations Section 1.752-3(a)(3) shall be such Partner’s Percentage Interest except as otherwise determined by the General Partner in its sole discretion, consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under Section 752 and the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this AgreementRegulations thereunder.

Tax Elections. (a) Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need , including, but not be limited to, the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated election under the provisions of Section 704(c) 754 of the Code. (c) . The General Partner shall have the right to seek to revoke any tax such election it makes, makes (including the any election under Section 754 of the Code, ) upon the General Partner’s determination, in its sole and absolute discretion. Notwithstanding the foregoing, that in making any such revocation is in tax election, the best interests of General Partner, may, but shall be under no obligation (unless pursuant to a separate written agreement) to take into account the Partnerstax consequences to any Limited Partner resulting from any such election. (db) The PartnersTo the extent provided for in the Code, intending to be legally boundthe Regulations, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”)otherwise required, apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred hereby authorized to, and at the direction of the General Partner shall, elect a safe harbor under which the fair market value of any Partnership Interests issued in connection with the performance of servicesservices after the effective date of such Regulations (or other guidance) will be treated as equal to the liquidation value of such Partnership Interests (i.e., a value equal to the total amount that would be distributed with respect to such interests if the Partnership sold all of its assets for their fair market value immediately after the issuance of such Partnership Interests, satisfied its liabilities (excluding any non-recourse liabilities to the extent the balance of such liabilities exceed the fair market value of the assets that secure them) and distributed the net proceeds to the Partners under the terms of this Agreement). In the event that the Partnership makes a safe harbor election as described in the preceding sentence, each Partner hereby agree agrees to comply with all safe harbor requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor transfers of such Partnership Interests and to prepare and file all U.S. federal income tax returns reporting while the tax consequences safe harbor election remains effective. (c) A Partner’s “interest in partnership profits” for purposes of determining its share of the issuance and vesting excess nonrecourse liabilities of Safe Harbor Interests the Partnership within the meaning of Regulations Section 1.752-3(a)(3) shall be such Partner’s Percentage Interest except as otherwise determined by the General Partner in its sole discretion, consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under Section 752 and the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this AgreementRegulations thereunder.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. Code (b) The General Partner shall elect a permissible method (which need not be including the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated election under the provisions of Section 704(c) 754 of the Code. (c) ). The General Partner shall have the right to seek to revoke any tax such election it makes, including the election under Section 754 of the Code, upon the General Partner’s determination, determination in its sole and absolute discretion, discretion that such revocation is in the best interests of the Partners. (d) The B. Without limiting the foregoing, the Partners, intending to be legally bound, hereby authorize the Partnership General Partner, on behalf of the Partnership, to make an election (the “LV Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section § 1.83-3(13(l) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “LV Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the LV Safe Harbor Election remains effective, to the extent such interest meets the LV Safe Harbor requirements (collectively, such interests are referred to as “LV Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the LV Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes availablePartners. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the LV Safe Harbor (including forfeiture allocations) with respect to all LV Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of LV Safe Harbor Interests consistent with such final LV Safe Harbor guidance. The General Partner Partnership is also authorized to take such actions as are necessary to achieve, under the LV Safe Harbor, the effect that the election and compliance with all requirements of the LV Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section § 1.83-3, including amending this Agreement.

Tax Elections. (a) Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretionfollowing Partnership Board Approval, determine whether to make any available election pursuant to the Code. (b) . Notwithstanding the above, in making any such tax election the General Partner and the Partnership Board may, but shall be under no obligation to, take into account the tax consequences to the Limited Partners resulting from any such election. The General Partner shall can, following Partnership Board Approval, elect a permissible to use any method (which need not be the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of permitted by Section 704(c) of the Code. Code and the Regulations thereunder to take into account any variation between the adjusted basis of any property contributed (cor deemed contributed) to the Partnership and such property’s initial Carrying Value; provided, however, the traditional method with curative allocations under Section 1.704-3(c) of the Treasury Regulations shall be utilized with respect to any assets deemed contributed to the Partnership for U.S. federal income tax purposes pursuant to the transactions contemplated by the Purchase Agreements. The General Partner Partner, following Partnership Board Approval, shall have the right to seek to revoke any tax election it makesmakes (including, including the without limitation, an election under Section 754 of the Code, ) upon the General Partner’s determination, in its sole and absolute discretionfollowing Partnership Board Approval, that such revocation is in the best interests of the Partners. (d) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to . To the extent such interest meets provided for in Regulations, revenue rulings, revenue procedures and/or other IRS guidance issued after the Safe Harbor requirements (collectivelydate of this Agreement, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred hereby authorized to, and at the direction of the General Partner, following Partnership Board Approval, shall, elect a safe harbor under which the fair market value of any Partnership Interests issued in connection with the performance of servicesservices after the effective date of such Regulations or other guidance will be treated as equal to the liquidation value of such Partnership Interests (i.e., a value equal to the total amount that would be distributed with respect to such Partnership Interests if the Partnership sold all of its assets for their fair market value immediately after the issuance of such Partnership Interests, satisfied its liabilities (excluding any non-recourse liabilities to the extent the balance of such liabilities exceed the fair market value of the assets that secure them) hereby agree and distributed the net proceeds to the Partners under the terms of this Agreement). In the event that the Partnership makes a safe harbor election as described in the preceding sentence, each Partner xxxxxx agrees to comply with all safe harbor requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor transfers of such Partnership Interests and to prepare and file all U.S. federal income tax returns reporting while the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the safe harbor election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreementremains effective.

Tax Elections. (a) Except as otherwise provided herein, the The General Partner shall, in its sole and absolute discretion, shall determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need , including, but not be limited to, the same method for each item or property) of eliminating the disparity between the Gross Asset Value election under Code Section 754 and the tax basis for each item election to use the “recurring item” method of accounting provided under Code Section 461(h) with respect to property contributed to taxes imposed on the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) Partnership’s Properties. The General Partner shall have the right to seek to revoke any tax such election it makes(including, including the without limitation, any election under Section 754 of the Code, upon the General Partner’s determination, in its sole Code Sections 461(h) and absolute discretion, that such revocation is in the best interests of the Partners754). (db) The Without limiting the foregoing, the Partners, intending to be legally bound, hereby authorize the Partnership General Partner, on behalf of the Partnership, to make an election (the “LV Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section § 1.83-3(13(l) and the Proposed Revenue Procedure set forth in Internal Revenue Service IRS Notice 2005-43, as such safe harbor may be modified when if such proposed guidance is issued in final form or as amended revised or modified by subsequently issued guidance from the IRS (the “LV Safe Harbor”), apply to any interest in the Partnership Interest transferred to a service provider while the LV Safe Harbor Election remains effective, to the extent such interest meets the LV Safe Harbor requirements (collectively, such interests are referred to as “LV Safe Harbor Interests”). The tax matters partner General Partner is authorized and directed to execute and file the LV Safe Harbor Election on behalf of the Partnership and the Partners Holders if and when it determines that such election is appropriate under the circumstances. If the LV Safe Harbor Election becomes available. The Partnership and is made by the Partners General Partner, the Holders (including any person to whom an interest in the a Partnership Interest is transferred in connection with the performance of services) hereby agree to comply with all requirements of the LV Safe Harbor (including forfeiture allocations) with respect to all LV Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of LV Safe Harbor Interests consistent with such final LV Safe Harbor guidance. The General Partner Partnership is also authorized to take such actions as are necessary to achieve, under the LV Safe Harbor, the effect that the election and compliance with all requirements of the LV Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section § 1.83-3, including amending this Agreement.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available tax election, including, but not limited to, the election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need not be the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) 754 of the Code. (c) . The General Partner shall have the right to seek to revoke any tax such election it makesmakes (including, including the without limitation, any election under Section 754 of the Code, ) upon the General Partner’s determination, in its sole and absolute discretion. Notwithstanding the foregoing, that in making any such revocation is in tax election, the best interests of General Partner, may, but shall be under no obligation (unless pursuant to a separate written agreement) to take into account the Partnerstax consequences to any Limited Partner resulting from any such election. (d) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to B. To the extent such interest meets the Safe Harbor requirements (collectivelyprovided for in Regulations, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in revenue rulings, revenue procedures and/or other IRS guidance, the Partnership is transferred hereby authorized to, and at the direction of the General Partner shall, elect a safe harbor under which the fair market value of any Partnership Interests issued in connection with the performance of servicesservices after the effective date of such Regulations (or other guidance) will be treated as equal to the liquidation value of such Partnership Interests (i.e., a value equal to the total amount that would be distributed with respect to such interests if the Partnership sold all of its assets for their fair market value immediately after the issuance of such Partnership Interests, satisfied its liabilities (excluding any non-recourse liabilities to the extent the balance of such liabilities exceed the fair market value of the assets that secure them) and distributed the net proceeds to the Partners under the terms of this Agreement). In the event that the Partnership makes a safe harbor election as described in the preceding sentence, each Partner hereby agree agrees to comply with all safe harbor requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor transfers of such Partnership Interests and to prepare and file all U.S. federal income tax returns reporting while the tax consequences safe harbor election remains effective. C. A Partner’s “interest in partnership profits” for purposes of determining its share of the issuance and vesting excess nonrecourse liabilities of Safe Harbor Interests the Partnership within the meaning of Regulations Section 1.752-3(a)(3) shall be such Partner’s Percentage Interest except as determined by the General Partner, in its sole discretion, consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements Section 752 of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this AgreementCode.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need , including, but not be limited to, the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated election under the provisions of Section 704(c) 754 of the Code. (c) . The General Partner shall have the right to seek to revoke any tax such election it makesmakes (including, including the without limitation, any election under Section 754 of the Code, ) upon the General Partner’s determination, in its sole and absolute discretion. Notwithstanding the foregoing, that in making any such revocation is tax election, the General Partner, may, but shall be under no obligation (unless pursuant to a separate written agreement) to take into account the tax consequences to any Limited Partner resulting from any such election. B. To the extent provided for in Regulations, revenue rulings, revenue procedures and/or other IRS guidance issued after the best interests date of the Partners. (d) The PartnersPrior Partnership Agreement, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred hereby authorized to, and at the direction of the General Partner shall, elect a safe harbor under which the fair market value of any Partnership Interests issued in connection with the performance of servicesservices after the effective date of such Regulations (or other guidance) will be treated as equal to the liquidation value of such Partnership Interests (i.e., a value equal to the total amount that would be distributed with respect to such interests if the Partnership sold all of its assets for their fair market value immediately after the issuance of such Partnership Interests, satisfied its liabilities (excluding any non-recourse liabilities to the extent the balance of such liabilities exceed the fair market value of the assets that secure them) and distributed the net proceeds to the Partners under the terms of this Agreement). In the event that the Partnership makes a safe harbor election as described in the preceding sentence, each Partner hereby agree agrees to comply with all safe harbor requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor transfers of such Partnership Interests and to prepare and file all U.S. federal income tax returns reporting while the tax consequences safe harbor election remains effective. C. A Partner’s “interest in partnership profits” for purposes of determining its share of the issuance and vesting excess nonrecourse liabilities of Safe Harbor Interests the Partnership within the meaning of Regulations Section 1.752-3(a)(3) shall be such Partner’s Percentage Interest except as otherwise determined by the General Partner in its sole discretion, consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under Section 752 and the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this AgreementRegulations thereunder.

Tax Elections. (a) Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need not be the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) The General Partner shall have the right to seek to revoke any tax election it makes, including the election under Section 754 of the Code, upon the General Partner’s determination, in its sole and absolute discretion, that such revocation is in the best interests of the Partners. (d) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service IRS Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreement. (e) The General Partner shall provide Holders of Class C Units with sufficient information to make an election under section 856(l)(1) of the Code with respect to each Subsidiary of the Company that is treated as a corporation for U.S. federal income tax purposes and such other information as the Holder may reasonably request to make such other elections as may be available under the Code and Regulations with respect to each such Subsidiary, and shall cooperate, and cause each such Subsidiary to cooperate, with such Holder in making any such election, in each case, at the option of such Holder. The General Partner shall notify the Holders of Class C Units within fifteen (15) days of the acquisition of an interest in, formation of, or decision to make an election with respect to the U.S. federal income tax characterization of, any direct or indirect Subsidiary of the Company that is a corporation for U.S. federal income tax purposes or for which an election to be treated as an association taxable as a corporation for U.S. federal income tax purposes is intended to be made.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. Code (b) The General Partner shall elect a permissible method (which need not be including the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated election under the provisions of Section 704(c) 754 of the Code. (c) ). The General Partner shall have the right to seek to revoke any tax such election it makes, including the election under Section 754 of the Code, upon the General Partner’s determination, determination in its sole and absolute discretion, discretion that such revocation is in the best interests of the Partners. (d) The B. Without limiting the foregoing, the Partners, intending to be legally bound, hereby authorize the Partnership General Partner, on behalf of the Partnership, to make an election (the “LV Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section § 1.83-3(13(l) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “LV Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the LV Safe Harbor Election remains effective, to the extent such interest meets the LV Safe Harbor requirements (collectively, such interests are referred to as “LV Safe Harbor Interests”). The tax matters partner General Partner is authorized and directed to execute and file the LV Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes availablePartners. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the LV Safe Harbor (including forfeiture allocations) with respect to all LV Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of LV Safe Harbor Interests consistent with such final LV Safe Harbor guidance. The General Partner Partnership is also authorized to take such actions as are necessary to achieve, under the LV Safe Harbor, the effect that the election and compliance with all requirements of the LV Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section § 1.83-3, including amending this Agreement.

Tax Elections. The Company shall make the following elections: (a) Except To elect the calendar year as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code.Company’s fiscal year if permitted by applicable law; (b) The General Partner shall To elect a permissible the accrual method (which need not be the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code.accounting; (c) The General Partner shall have the right If approved by Board of Directors, to seek to revoke any tax election it makeselect, including the election under Section in accordance with Sections 734, 743 and 754 of the CodeInternal Revenue Code and applicable regulations and comparable state law provisions, upon the General Partner’s determination, in its sole and absolute discretion, that such revocation is to adjust basis in the best interests of the Partners.event any Membership Interest is transferred in accordance with this Agreement or any Company property is distributed to any Member; (d) The Partners, intending Each Member hereby authorizes and directs the Company to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) elect to have the “liquidation valueSafe Harbor” safe harbor provided in contemplated by Proposed Treasury Regulation Section 1.83-3(13(l) and described in the Proposed proposed Revenue Procedure set forth in United States Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance 43 (the “Safe HarborIRS Notice”), ) apply to any interest in the Partnership Company transferred to a service provider while by the Company on or after the effective date of such Revenue Procedure in connection with services provided to the Company. For purposes of making such Safe Harbor Election remains effectiveelection, to the extent Tax Matters Member is hereby designated as the “partner who has responsibility for federal income tax reporting” by the Company and, accordingly, execution of such interest meets the Safe Harbor requirements (collectively, such interests are referred to as election by the Company constitutes execution of a “Safe Harbor Interests”)Election” in accordance with Section 3.03(1) of the IRS Notice. The tax matters partner is authorized Company and directed each Member hereby agrees to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree use commercially reasonable efforts to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests described in the IRS Notice, and to each Member will prepare and file all U.S. federal income tax returns reporting the income tax consequences effects of the issuance and vesting of each Safe Harbor Interests interest issued by the Company in a manner consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred IRS Notice. A Member’s obligations to above would comply with the requirements of this Section 7.5(d) shall survive such Member’s ceasing to be intended a Member of the Company and the termination, dissolution, liquidation and winding up of the Company. Each Member authorizes the Board of Directors to amend this Section 7.5(d) to the extent necessary to achieve under Proposed Treasury Regulation substantially the same tax treatment with respect to any interest in the Company transferred to a service provider by the Company in connection with services provided to the Company as set forth in Section 1.83-34 of the IRS Notice (e.g., including amending this Agreementto reflect changes from the rules set forth in the IRS Notice in subsequent United States Internal Revenue Service guidance), provided that such amendment is not materially adverse to any Member (as compared with the after tax consequences that would result if the provisions of the IRS Notice applied to all interests in the Company transferred to a service provider by the Company in connection with services provided to the Company); and (e) To elect with respect to such other federal, state and local tax matters as the Board of Directors shall approve.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. Code (b) The General Partner shall elect a permissible method (which need not be including the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated election under the provisions of Section 704(c) 754 of the Code. (c) ). The General Partner shall have the right to seek to revoke any tax such election it makes, including the election under Section 754 of the Code, upon the General Partner’s determination, determination in its sole and absolute discretion, discretion that such revocation is in the best interests of the Partners. (d) The B. Without limiting the foregoing, the Partners, intending to be legally bound, hereby authorize the Partnership General Partner, on behalf of the Partnership, to make an election (the “LV Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section § 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “LV Safe Harbor”), apply to LTIP Units and any interest in the Partnership transferred to to, or for the benefit of, a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the LV Safe Harbor requirements (collectively, such interests are referred to as “LV Safe Harbor Interests”). The tax matters partner Tax Matters Partner is authorized and directed to execute and file the LV Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes availablePartners. The Partnership and the Partners (including any person to whom an LTIP Unit or other interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the LV Safe Harbor (including forfeiture allocations) with respect to all LV Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of LV Safe Harbor Interests consistent with such final LV Safe Harbor guidance. The General Partner Partnership is also authorized to take such actions as are necessary to achieve, under the LV Safe Harbor, the effect that the election and compliance with all requirements of the LV Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section § 1.83-3, including amending this Agreement.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner Managing Member shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. Code (b) The General Partner shall elect a permissible method (which need not be including the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated election under the provisions of Section 704(c) 754 of the Code. (c) ). The General Partner Managing Member shall have the right to seek to revoke any tax such election it makes, including the election under Section 754 of the Code, upon the General PartnerManaging Member’s determination, determination in its sole and absolute discretion, discretion that such revocation is in the best interests of the PartnersMembers. (d) The PartnersB. Without limiting the foregoing, the Members, intending to be legally bound, hereby authorize the Partnership Managing Member, on behalf of the Company, to make an election (the “LV Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section § 1.83-3(13(l) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “LV Safe Harbor”), apply to any interest in the Partnership Company transferred to a service provider while the LV Safe Harbor Election remains effective, to the extent such interest meets the LV Safe Harbor requirements (collectively, such interests are referred to as “LV Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the LV Safe Harbor Election on behalf of the Partnership Company and the Partners if and when the Safe Harbor Election becomes availableMembers. The Partnership Company and the Partners Members (including any person to whom an interest in the Partnership Company is transferred in connection with the performance of services) hereby agree to comply with all requirements of the LV Safe Harbor (including forfeiture allocations) with respect to all LV Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of LV Safe Harbor Interests consistent with such final LV Safe Harbor guidance. The General Partner Company is also authorized to take such actions as are necessary to achieve, under the LV Safe Harbor, the effect that the election and compliance with all requirements of the LV Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section § 1.83-3, including amending this Agreement.

Tax Elections. (ai) Except as otherwise provided hereinAt the Closing, Buyer and Seller shall jointly execute elections under section 167(1) of the General Partner shallETA and section 75 of the QSTA, in its sole the forms prescribed for such purposes, such that the sale of the Purchased Assets hereunder will take place without payment of any goods and absolute discretionservices tax, determine whether harmonized sales tax and Quebec sales tax. The Buyer will file the elections with the appropriate Governmental Authorities within the time permitted under the ETA and QSTA. Notwithstanding Section 4.14(c), Parent and Buyer jointly and severally agrees to make indemnify the Seller Indemnified Parties for Taxes, penalties, interest and costs assessed or reassessed by a Governmental Authority on the basis that the election or elections were invalid; provided that any available election claim for indemnification pursuant to the Codethis Section 6.6(h)(i) shall be subject to Section 8.2(d). (bii) The General Partner shall elect a permissible method Seller and Buyer will use commercially reasonable efforts in good faith to minimize (which need not be the same method for each item or propertyeliminate) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary any other Transfer Taxes payable in respect of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) The General Partner shall have the right to seek to revoke any tax election it makesClosing by, including the election under Section 754 of the Codeamong other things, upon the General Partner’s determination, in its sole making such other elections and absolute discretion, that taking such revocation is in the best interests of the Partners. (d) The Partners, intending to other steps as may reasonably be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended requested by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred Parent in connection with the performance of servicesClosing. (iii) hereby Seller and Buyer agree to comply with all requirements elect jointly in the prescribed form under Section 22 of the Safe Harbor Income Tax Act (including forfeiture allocationsCanada) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting make the tax consequences required notification under Section 184 of the issuance Taxation Act (Quebec) and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized any equivalent provision under applicable provincial tax legislation as to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements sale of the Safe Harbor Accounts Receivable and to designate in such election an amount equal to the portion of the Allocated Purchase Price allocated to accounts receivable pursuant to Section 2.7. (iv) To the extent that such an election is available, Seller and Buyer agree to jointly elect under subsection 20(24) of the Income Tax Act (Canada) in the manner required by subsection 20(25) of the Income Tax Act (Canada) and under any equivalent provision of any applicable provincial tax legislation, in respect of amounts allocated, if any, for future obligations of Seller that are assumed by Buyer hereunder. (v) Buyer shall provide Seller with a copy of the elections referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending in this AgreementSubsection promptly following the filing of such elections with the appropriate Governmental Authorities.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, Managing Member shall determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need not be , including any election under the same method for each item or property) of eliminating New Partnership Audit Procedures, the disparity between the Gross Asset Value election under Code Section 754 and the tax basis for each item election to use the “recurring item” method of accounting provided under Code Section 461(h) with respect to property contributed taxes imposed on the Company’s Properties; provided, however, that, if the “recurring item” method of accounting is elected with respect to such property taxes, the Company shall pay the applicable property taxes prior to the Partnership or to a Subsidiary date provided in Code Section 461(h) for purposes of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) determining economic performance. The General Partner Managing Member shall have the right to seek to revoke any tax such election it makes, (including the any election under Section 754 of the Code, upon the General Partner’s determination, in its sole Code Sections 461(h) and absolute discretion, that such revocation is in the best interests of the Partners754). (d) The PartnersB. Without limiting the foregoing, the Members, intending to be legally bound, hereby authorize the Partnership Managing Member, on behalf of the Company, to make an election (the “LV Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section § 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “LV Safe Harbor”), apply to LTIP Units and any interest in the Partnership Company transferred to to, or for the benefit of, a service provider while the LV Safe Harbor Election remains effective, to the extent such interest meets the LV Safe Harbor requirements (collectively, such interests are referred to as “LV Safe Harbor Interests”). The tax matters partner Tax Matters Member or Managing Member, as applicable, is authorized and directed to execute and file the LV Safe Harbor Election on behalf of the Partnership Company and the Partners if and when the Safe Harbor Election becomes availableMembers. The Partnership Company and the Partners Members (including any person to whom an LTIP Unit or other interest in the Partnership Company is transferred in connection with the performance of services) hereby agree to comply with all requirements of the LV Safe Harbor (including forfeiture allocations) with respect to all LV Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of LV Safe Harbor Interests consistent with such final LV Safe Harbor guidance. The General Partner Company is also authorized to take such actions as are necessary to achieve, under the LV Safe Harbor, the effect that the election and compliance with all requirements of the LV Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreement.. Table of Contents

Tax Elections. (a) Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need not be the same method for each item or property) of eliminating the disparity between the Gross Asset Value book value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations regulations promulgated under the provisions of Section 704(c) of the Code. (c) The General Partner shall have the right to seek to revoke any tax election it makes, including the election under Section 754 of the Code, upon the General Partner’s determination, in its sole and absolute discretion, that such revocation is in the best interests of the Partners. (d) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner Tax Matters Partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes availablePartners. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreement.

Tax Elections. (a) Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need not be the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) The General Partner shall have the right to seek to revoke any tax election it makes, including including, without limitation, the election under Section 754 of the Code, upon the General Partner’s determination, in its sole and absolute discretion, that such revocation is in the best interests of the Partners. (d) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreement.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner Managing Member shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. Code (b) The General Partner shall elect a permissible method (which need not be including the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated election under the provisions of Section 704(c) 754 of the Code. (c) ). The General Partner Managing Member shall have the right to seek to revoke any tax such election it makes, including the election under Section 754 of the Code, upon the General PartnerManaging Member’s determination, determination in its sole and absolute discretion, discretion that such revocation is in the best interests of the PartnersMembers. (d) The PartnersB. Without limiting the foregoing, the Members, intending to be legally bound, hereby authorize the Partnership Managing Member, on behalf of the Company, to make an election (the “LV Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section § 1.83-3(13(l) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “LV Safe Harbor”), apply to any interest in the Partnership Company transferred to a service provider while the LV Safe Harbor Election remains effective, to the extent such interest meets the LV Safe Harbor requirements (collectively, such interests are referred to as “LV Safe Harbor Interests”). The tax matters partner Managing Member is authorized and directed to execute and file the LV Safe Harbor Election on behalf of the Partnership Company and the Partners if and when the Safe Harbor Election becomes availableMembers. The Partnership Company and the Partners Members (including any person to whom an interest in the Partnership Company is transferred in connection with the performance of services) hereby agree to comply with all requirements of the LV Safe Harbor (including forfeiture allocations) with respect to all LV Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of LV Safe Harbor Interests consistent with such final LV Safe Harbor guidance. The General Partner Company is also authorized to take such actions as are necessary to achieve, under the LV Safe Harbor, the effect that the election and compliance with all requirements of the LV Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section § 1.83-3, including amending this Agreement.

Tax Elections. (a) Except The determinations of the Managing Member with respect to the Company’s treatment of any item or its allocation for U.S. federal, state or local tax purposes shall be binding upon all of the Members so long as otherwise such determination shall not be inconsistent with any express term hereof and provided hereinthat the Company’s accountants shall not have disagreed therewith. The Managing Member shall make (or refrain from making, as applicable) all appropriate elections and take (or refrain from taking, as applicable) all other appropriate actions to the General Partner shallextent required pursuant to Section 7701 of the Code (and the Regulations thereunder) for the Company to be classified as a “partnership” for U.S. federal income tax purposes and any applicable state and local tax purposes. The Managing Member may, in its sole and absolute discretion, determine whether to make or revoke any available tax election which the Managing Member deems appropriate, including without limitation, an election pursuant to Section 754 of the Code. The Members acknowledge that the Managing Member (i) does not anticipate making an election under Section 754 of the Code with respect to the Company now or at any time in the future and (ii) intends to elect under Section 475(f) of the Code to xxxx to market its securities with respect to the Company for U.S. federal income tax purposes. (b) The General Partner shall elect a permissible method (which need not be the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) The General Partner shall have the right to seek to revoke any tax election it makes, including the election under Section 754 of the Code, upon the General Partner’s determination, in its sole and absolute discretion, that such revocation is in the best interests of the Partners. (d) The PartnersMembers, intending to be legally bound, hereby authorize the Partnership Company to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section § 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership Company transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner Tax Matters Member is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership Company and the Partners if and when the Safe Harbor Election becomes availableMembers. The Partnership Company and the Partners Member (including any person to whom an interest in the Partnership Company is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner Company is also authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section § 1.83-3, including amending this Agreement.

Tax Elections. (a) Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretionfollowing Partnership Board Approval, determine whether to make any available election pursuant to the Code. (b) . Notwithstanding the above, in making any such tax election the General Partner and the Partnership Board may, but shall be under no obligation to, take into account the tax consequences to the Limited Partners resulting from any such election. The General Partner shall can, following Partnership Board Approval, elect a permissible to use any method (which need not be the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of permitted by Section 704(c) of the Code. Code and the Regulations thereunder to take into account any variation between the adjusted basis of any property contributed (cor deemed contributed) to the Partnership and such property’s initial Carrying Value; provided, however, the traditional method with curative allocations under Section 1.704-3(c) of the Treasury Regulations shall be utilized with respect to any assets deemed contributed to the Partnership for U.S. federal income tax purposes pursuant to the transactions contemplated by the Purchase Agreements. The General Partner Partner, following Partnership Board Approval, shall have the right to seek to revoke any tax election it makesmakes (including, including the without limitation, an election under Section 754 of the Code, ) upon the General Partner’s determination, in its sole and absolute discretionfollowing Partnership Board Approval, that such revocation is in the best interests of the Partners. (d) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to . To the extent such interest meets provided for in Regulations, revenue rulings, revenue procedures and/or other IRS guidance issued after the Safe Harbor requirements (collectivelydate of this Agreement, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred hereby authorized to, and at the direction of the General Partner, following Partnership Board Approval, shall, elect a safe harbor under which the fair market value of any Partnership Interests issued in connection with the performance of servicesservices after the effective date of such Regulations or other guidance will be treated as equal to the liquidation value of such Partnership Interests (i.e., a value equal to the total amount that would be distributed with respect to such Partnership Interests if the Partnership sold all of its assets for their fair market value immediately after the issuance of such Partnership Interests, satisfied its liabilities (excluding any non-recourse liabilities to the extent the balance of such liabilities exceed the fair market value of the assets that secure them) and distributed the net proceeds to the Partners under the terms of this Agreement). In the event that the Partnership makes a safe harbor election as described in the preceding sentence, each Partner hereby agree agrees to comply with all safe harbor requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor transfers of such Partnership Interests and to prepare and file all U.S. federal income tax returns reporting while the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the safe harbor election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreementremains effective.

Tax Elections. (a) Except Unless the related Series Supplement provides that the Trust shall not be treated as otherwise provided hereina grantor trust, the General Partner shallTrust hereby makes a protective election under section 761 of the Internal Revenue Code of 1986, as amended (the "Code") to be excluded from Subchapter K of the Code, in its sole and absolute discretion, determine whether the event that the Trust is not treated as a grantor trust. The Trust shall not make an election under Treasury regulations section 301.7701-3(c) to make any available election pursuant to treat the CodeTrust as an association taxable as a corporation. (b) The General Partner Unless the related Series Supplement provides that the Trust shall elect a permissible method (which need not be treated as a grantor trust, in the same method event that the Trust is not treated as a grantor trust and the Trust's protective election to be excluded from Subchapter K is not respected for federal income tax purposes: (1) The Trust shall cause partnership tax returns to be timely filed for each item or propertytaxable year and shall cause Schedules K-1 to be timely provided to the Certificateholders. Capital accounts shall be maintained for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of eliminating the disparity between the Gross Asset Value and the tax basis for Code reflecting each item of property contributed to the Partnership or to a Subsidiary such Certificateholder's share of the Partnership pursuant income, gains, deductions, and losses of the Trust and contributions to and distributions from the Regulations promulgated under Trust; (2) In the provisions event that a "tax matters partner" (within the meaning of Section 704(c6231(a)(7) of the Code.) is required to be appointed with respect to the Trust, the Certificateholder selected by a majority of the Certificateholders (by beneficial interest) shall be designated as the tax matters partner, and in the absence of such designation, such partner shall be designated under Section 6231(a)(7) of the Code and the regulations thereunder; (c3) Unless prohibited by Section 706 of the Code, the taxable year of the Trust shall be the calendar year; (4) The General Partner Trust shall have cause to be filed with the right initial and, to seek to revoke the extent necessary, any subsequent partnership tax election it makes, including the return an election under Section 754 of the Code and the regulations thereunder to adjust the basis of any Trust property in the event of a distribution of Trust property or a transfer of Certificates; (5) Unless otherwise required by the Code, upon if a Certificate is transferred then, for the General Partner’s determinationcalendar year of the transfer, in its sole any interest on Trust property and absolute discretion, that such revocation is expected fees and expenses shall be allocated between the transferor and transferee based on the number of days in the best interests calendar year preceding and including the date of transfer, on the Partners. (d) one hand, and following the transfer, on the other. All other items of income and loss shall be allocated to the transferee. The PartnersTrust will report allocations of partnership items consistently with this provision, intending to be legally boundand Certificateholders, through their investment in the Trust, hereby authorize the Partnership consent to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreementallocation methodology.

Tax Elections. From and after the date the Indenture (aas defined in the Restructuring Support Agreement) Except is issued: 4.01 The New Indenture Trustee shall have an approval right as otherwise provided hereinmore fully specified in Section 4.02 below with respect to elections made or positions taken for tax return purposes, the General Partner shalland, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. case of subclause (b) The General Partner shall elect a permissible method (which need not be the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) The General Partner shall have the right to seek to revoke any tax election it makes, including the election under Section 754 of the Code, upon the General Partner’s determination, in its sole and absolute discretion, that such revocation is in the best interests of the Partners. (d) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”D), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effectiveactions taken, to the extent those elections, positions or actions taken could reasonably be expected to have any adverse consequence on the New Notes or the Company, related to (A) the exchange of the New Notes for the Notes (as defined in the Restructuring Support Agreement), (B) the Plan of Reorganization attached as Schedule VIII to that certain Amendment No. 4 and Waiver No. 2 to the Credit Agreement, dated as of January 28, 2009, among the Company, Morris, Shivers, MPG Holding, the guarantors and lenders party there, and JPMorgan Chase Bank, N.A., as administrative agent, (C) the Senior Refinancing Transaction, or (D) the indebtedness of MPG Holding. 4.02 At least twenty (20) business days prior to making any election or taking any position or action as described in Section 4.01 above, the Company shall provide the New Indenture Trustee with notice of such interest meets proposed election to be made, or position or action to be taken, setting forth in reasonable detail a description of such election, position or action the Safe Harbor requirements (collectivelycircumstances surrounding such election, position or action and the anticipated results of taking such interests are referred election, position or action, and request that the New Indenture Trustee notify holders of the New Notes of such proposed election, position or action and request such holders of the New Notes notify the New Indenture Trustee in writing if such holders object to as “Safe Harbor Interests”)such proposed election, position or action. The tax matters partner is authorized and directed to execute and file Company shall request that the Safe Harbor Election on behalf New Indenture Trustee notify it of any objections received from the holders of the Partnership and New Notes. Unless the Partners if and when New Indenture Trustee notifies the Safe Harbor Election becomes available. The Partnership and Company that it has received written objections from the Partners Required Noteholders (including any person to whom an interest as defined in the Partnership Indenture) during such twenty (20) business day period (in which case the Company shall not make such election or take such position or action), the Company may then make such election or take such position or action. 4.03 For purposes of this Section 4, it is transferred in connection with understood and agreed that this Section 4 shall apply to elections made or positions taken that could reasonably be expected to have any adverse consequence on the performance of services) hereby agree New Notes or the Company, only to comply with all requirements the extent that such elections or positions are subject to the discretion of the Safe Harbor Company, and shall not apply to any position taken if such position is required by applicable law or regulation. For this purpose, a position shall be deemed to be required by applicable law or regulation if the Company has received written advice from either (including forfeiture allocationsx) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with a nationally recognized law firm, or (y) a “Big Four” accounting firm, that such final Safe Harbor guidance. The General Partner position is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreementrequired by law or regulation.

Tax Elections. (a) Except The determinations of the Board with respect to the Company’s treatment of any item or its allocation for U.S. federal, state or local tax purposes shall be binding upon all of the Members so long as otherwise such determination shall not be inconsistent with any express term hereof and provided hereinthat the Company’s accountants shall not have disagreed therewith. The Board shall seek to make (or refrain from making, as applicable) all appropriate elections and take (or refrain from taking, as applicable) all other appropriate actions to the General Partner shallextent required pursuant to Section 7701 of the Code (and the Regulations thereunder) for the Company to be classified as a “partnership” for U.S. federal income tax purposes and any applicable state and local tax purposes. The Board may, in its sole and absolute discretion, determine whether seek to make or revoke any available tax election which the Board deems appropriate, including without limitation, an election pursuant to Section 754 of the Code. The Members acknowledge that (i) the Board does not anticipate making an election under Section 754 of the Code with respect to the Company now or at any time in the future and (ii) the Company has elected under Section 475(f) of the Code to mark to market the securities held by the Company for U.S. federal income tax purposes. (b) The General Partner shall elect a permissible method (which need not be the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) The General Partner shall have the right to seek to revoke any tax election it makes, including the election under Section 754 of the Code, upon the General Partner’s determination, in its sole and absolute discretion, that such revocation is in the best interests of the Partners. (d) The PartnersMembers, intending to be legally bound, hereby authorize the Partnership Company to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section § 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership Company transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner Partnership Representative is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership Company and the Partners if and when the Safe Harbor Election becomes availableMembers. The Partnership Company and the Partners Members (including any person to whom an interest in the Partnership Company is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner Company is also authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section § 1.83-3, including amending this Agreement.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. Code (b) The General Partner shall elect a permissible method (which need not be including the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated election under the provisions of Section 704(c) 754 of the Code. (c) ). The General Partner shall have the right to seek to revoke any tax such election it makes, including the election under Section 754 of the Code, upon the General Partner’s determination, determination in its sole and absolute discretion, discretion that such revocation is in the best interests of the Partners. (d) The PartnersB. To the extent provided for in Treasury Regulations, intending to be legally boundrevenue rulings, hereby authorize revenue procedures and/or other IRS guidance issued after the date hereof, the Partnership to make an election is hereby authorized to, and at the direction of the General Partner shall, elect a safe harbor (the “LITP Safe Harbor” and such election, the “Safe Harbor Election”) under which the fair market value of any Partnership Interests issued in connection with the performance of services after the effective date of such Treasury Regulations (or other guidance) (such interests, “Safe Harbor Interests”) will be treated as equal to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83value of such Safe Harbor Interests (i.e., a value equal to the total amount that would be distributed with respect to such interests if the Partnership sold all of its assets for their fair market value immediately after the issuance of such Safe Harbor Interests, satisfied its liabilities (excluding any non-3(1recourse liabilities to the extent the balance of such liabilities exceeds the fair market value of the assets that secure them) and distributed the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, net proceeds to the Partners under the terms of this Agreement). In the event that the Partnership makes a Safe Harbor Election as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest described in the Partnership transferred preceding sentence, each Partner hereby agrees to a service provider comply with all Safe Harbor requirements with respect to transfers of such Safe Harbor Interests while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf Table of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreement.Contents

Tax Elections. (a) a. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code and the Regulations, including any election under the BBA Rules and the election under Section 754 of the Code. (b) The b. Except as otherwise required by the Tax Protection Agreement or by any other agreement between the General Partner or the Partnership and any Partner, the General Partner shall elect a permissible method (which need not be the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) c. The General Partner shall have the right to seek to revoke any tax election it makes, including any election under the BBA Rules and the election under Section 754 of the Code, upon the General Partner’s determination, in its sole and absolute discretion, that such revocation is in the best interests of the Partners. (d) d. The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation proposed Regulations Section 1.83-3(1) and the Proposed proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effectiveeffective (including, without limitation, Class B Units or Class C Units), to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner General Partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation proposed Regulations Section 1.83-3, including amending this Agreement.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need not be , including the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated election under the provisions of Section 704(c) 754 of the Code. (c) . The General Partner shall have the right to seek to revoke any tax such election it makes(including without limitation, including the any election under Section 754 of the Code, ) upon the General Partner’s determination, determination in its sole and absolute discretion, discretion that such revocation is in the best interests of the Partners. (d) B. The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(13(l) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner General Partner is authorized and directed to execute and file the any Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes availablePartners. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreement.

Tax Elections. (a) A Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. , including, but not limited to, the election under Section 754 of the Code, and to take (bor refrain from taking) The any and all other actions with respect to taxes that the General Partner shall elect a permissible method (which need not be the same method for each item determine to take or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) refrain from taking. The General Partner shall have the right to seek to revoke any tax such election it makesmakes (including, including the without limitation, any election under Section 754 of the Code, ) upon the General Partner’s determination, in its sole and absolute discretion. Notwithstanding the foregoing, that in making any such revocation is in tax election, the best interests of the Partners. General Partner, may, but shall be under no obligation (d) The Partners, intending unless pursuant to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”a separate written agreement) to have take into account the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply tax consequences to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to Limited Partner resulting from any such election. B To the extent such interest meets provided for in Regulations, revenue rulings, revenue procedures and/or other IRS guidance issued after the Safe Harbor requirements (collectivelydate hereof, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred hereby authorized to, and at the direction of the General Partner shall, elect a safe harbor under which the fair market value of any Partnership Interests issued in connection with the performance of servicesservices after the effective date of such Regulations (or other guidance) will be treated as equal to the liquidation value of such Partnership Interests (i.e., a value equal to the total amount that would be distributed with respect to such interests if the Partnership sold all of its assets for their fair market value immediately after the issuance of such Partnership Interests, satisfied its liabilities (excluding any non-recourse liabilities to the extent the balance of such liabilities exceed the fair market value of the assets that secure them) and distributed the net proceeds to the Partners under the terms of this Agreement). In the event that the Partnership makes a safe harbor election as described in the preceding sentence, each Partner hereby agree agrees to comply with all safe harbor requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor transfers of such Partnership Interests and to prepare and file all U.S. federal income tax returns reporting while the tax consequences safe harbor election remains effective. C A Partner’s “interest in partnership profits” for purposes of determining its share of the issuance and vesting excess nonrecourse liabilities of Safe Harbor Interests the Partnership within the meaning of Regulations Section 1.752-3(a)(3) shall be such Partner’s Percentage Interest except as otherwise determined by the General Partner in its sole discretion, consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under Section 752 and the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this AgreementRegulations thereunder.

Tax Elections. The Company shall make the following elections: (a) Except To elect the calendar year as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code.Company's fiscal year if permitted by applicable law; (b) The General Partner shall To elect a permissible the accrual method (which need not be the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code.accounting; (c) The General Partner shall have the right If approved by Board of Directors, to seek to revoke any tax election it makeselect, including the election under Section in accordance with Sections 734, 743 and 754 of the CodeInternal Revenue Code and applicable regulations and comparable state law provisions, upon the General Partner’s determination, in its sole and absolute discretion, that such revocation is to adjust basis in the best interests of the Partners.event any Membership Interest is transferred in accordance with this Agreement or any Company property is distributed to any Member; (d) The Partners, intending Each Member hereby authorizes and directs the Company to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) elect to have the “liquidation value” safe harbor provided in "Safe Harbor" contemplated by Proposed Treasury Regulation Section 1.83-3(13(l) and described in the Proposed proposed Revenue Procedure set forth in United States Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance 43 (the “Safe Harbor”), "IRS Notice") apply to any interest in the Partnership Company transferred to a service provider while by the Safe Harbor Election remains effective, to Company on or after the extent effective date of such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred Revenue Procedure in connection with services provided to the performance Company. For purposes of servicesmaking such Safe Harbor election, the Tax Matters Member is hereby designated as the "partner who has responsibility for federal income tax reporting" by the Company and, accordingly, execution of such Safe Harbor election by the Company constitutes execution of a "Safe Harbor Election" in accordance with Section 3.03(1) of the IRS Notice. The Company and each Member hereby agree agrees to use commercially reasonable efforts to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests described in the IRS Notice, and to each Member will prepare and file all U.S. federal income tax returns reporting the income tax consequences effects of the issuance and vesting of each Safe Harbor Interests interest issued by the Company in a manner consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred IRS Notice. A Member's obligations to above would comply with the requirements of this Section 7.5(d) shall survive such Member's ceasing to be intended a Member of the Company and the termination, dissolution, liquidation and winding up of the Company. Each Member authorizes the Board of Directors to amend this Section 7.5(d) to the extent necessary to achieve under Proposed Treasury Regulation substantially the same tax treatment with respect to any interest in the Company transferred to a service provider by the Company in connection with services provided to the Company as set forth in Section 1.83-34 of the IRS Notice (e.g., including amending this Agreementto reflect changes from the rules set forth in the IRS Notice in subsequent United States Internal Revenue Service guidance), provided that such amendment is not materially adverse to any Member (as compared with the after tax consequences that would result if the provisions of the IRS Notice applied to all interests in the Company transferred to a service provider by the Company in connection with services provided to the Company); and (e) To elect with respect to such other federal, state and local tax matters as the Board of Directors shall approve.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, Managing Member shall determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need not be , including the same method for each item or property) of eliminating the disparity between the Gross Asset Value election under Code Section 754 and the tax basis for each item election to use the “recurring item” method of accounting provided under Code Section 461(h) with respect to property contributed taxes imposed on the Company’s Properties; provided, however, that, if the “recurring item” method of accounting is elected with respect to such property taxes, the Company shall pay the applicable property taxes prior to the Partnership or to a Subsidiary date provided in Code Section 461(h) for purposes of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code. (c) determining economic performance. The General Partner Managing Member shall have the right to seek to revoke any tax such election it makes, (including the any election under Section 754 of the Code, upon the General Partner’s determination, in its sole Code Sections 461(h) and absolute discretion, that such revocation is in the best interests of the Partners754). (d) The PartnersB. Without limiting the foregoing, the Members, intending to be legally bound, hereby authorize the Partnership Managing Member, on behalf of the Company, to make an election (the “LV Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section § 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “LV Safe Harbor”), apply to LTIP Units and any interest in the Partnership Company transferred to to, or for the benefit of, a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the LV Safe Harbor requirements (collectively, such interests are referred to as “LV Safe Harbor Interests”). The tax matters partner Tax Matters Member is authorized and directed to execute and file the LV Safe Harbor Election on behalf of the Partnership Company and the Partners if and when the Safe Harbor Election becomes availableMembers. The Partnership Company and the Partners Members (including any person to whom an LTIP Unit or other interest in the Partnership Company is transferred in connection with the performance of services) hereby agree to comply with all requirements of the LV Safe Harbor (including forfeiture allocations) with respect to all LV Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of LV Safe Harbor Interests consistent with such final LV Safe Harbor guidance. The General Partner Company is also authorized to take such actions as are necessary to achieve, under the LV Safe Harbor, the effect that the election and compliance with all requirements of the LV Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreement.

Tax Elections. (a) A. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need not be , including the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated election under the provisions of Section 704(c) 754 of the Code. (c) . The General Partner shall have the right to seek to revoke any tax such election it makes(including without limitation, including the any election under Section 754 of the Code, ) upon the General Partner’s determination, determination in its sole and absolute discretion, discretion that such revocation is in the best interests of the Partners. (d) B. The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes availablePartners. The Partnership and the Partners (including any person to {10654250;3} 47 DocID: 4848-4047-1218.3 whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreement.

Tax Elections. (a) Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) . Notwithstanding the above, in making any such tax election the General Partner may, but shall be under no obligation to, take into account the tax consequences to the Limited Partners resulting from any such election. The General Partner shall can elect a permissible to use any method permitted by Code Section 704(c) and the Regulations thereunder to take into account any variation between the adjusted basis of any property contributed (which need not be or deemed contributed) to the same Partnership and such property’s initial Carrying Value; provided, however, the traditional method for each item or propertywith curative allocations under Section 1.704-3(c) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property Treasury Regulations shall be utilized with respect to any assets deemed contributed to the Partnership or to a Subsidiary of the Partnership for federal income tax purposes pursuant to the Regulations promulgated under transactions contemplated by the provisions of Section 704(c) of the Code. (c) Purchase Agreements. The General Partner shall have the right to seek to revoke any tax election it makesmakes (including, including the without limitation, an election under Section 754 of the Code, ) upon the General Partner’s determination, in its sole and absolute discretion, that such revocation is in the best interests of the Partners. (d) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to . To the extent such interest meets provided for in Regulations, revenue rulings, revenue procedures and/or other IRS guidance issued after the Safe Harbor requirements (collectivelydate of this Agreement, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred hereby authorized to, and at the direction of the General Partner shall, elect a safe harbor under which the fair market value of any Partnership Interests issued in connection with the performance of servicesservices after the effective date of such Regulations or other guidance will be treated as equal to the liquidation value of such Partnership Interests (i.e., a value equal to the total amount that would be distributed with respect to such Partnership Interests if the Partnership sold all of its assets for their fair market value immediately after the issuance of such Partnership Interests, satisfied its liabilities (excluding any non-recourse liabilities to the extent the balance of such liabilities exceed the fair market value of the assets that secure them) and distributed the net proceeds to the Partners under the terms of this Agreement). In the event that the Partnership makes a safe harbor election as described in the preceding sentence, each Partner hereby agree agrees to comply with all safe harbor requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor transfers of such Partnership Interests and to prepare and file all U.S. federal income tax returns reporting while the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the safe harbor election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreementremains effective.

Tax Elections. (a) A. Except as otherwise provided hereinexpressly set forth in this Agreement, the General Special Limited Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code. (b) The General Partner shall elect a permissible method (which need , including, but not be limited to, the same method for each item or property) of eliminating the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the Regulations promulgated election under the provisions of Section 704(c) 754 of the Code. , and to take (cor refrain from taking) any and all other actions with respect to taxes that the Special Limited Partner shall determine to take or refrain from taking. The General Special Limited Partner shall have the right to seek to revoke any tax such election it makesmakes (including, including the without limitation, any election under Section 754 of the Code, ) upon the General Special Limited Partner’s determination, in its sole and absolute discretion. Notwithstanding the foregoing, that in making any such revocation is in tax election, the best interests of Special Limited Partner, may, but shall be under no obligation (unless pursuant to a separate written agreement) to take into account the Partnerstax consequences to any Limited Partner resulting from any such election. (d) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to B. To the extent such interest meets provided for in Regulations, revenue rulings, revenue procedures and/or other IRS guidance issued after the Safe Harbor requirements (collectivelydate hereof, such interests are referred to as “Safe Harbor Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred hereby authorized to, and at the direction of the Special Limited Partner shall, elect a safe harbor under which the fair market value of any Partnership Interests issued in connection with the performance of servicesservices after the effective date of such Regulations (or other guidance) will be treated as equal to the liquidation value of such Partnership Interests (i.e., a value equal to the total amount that would be distributed with respect to such interests if the Partnership sold all of its assets for their fair market value immediately after the issuance of such Partnership Interests, satisfied its liabilities (excluding any non-recourse liabilities to the extent the balance of such liabilities exceed the fair market value of the assets that secure them) and distributed the net proceeds to the Partners under the terms of this Agreement). In the event that the Partnership makes a safe harbor election as described in the preceding sentence, each Partner hereby agree agrees to comply with all safe harbor requirements with respect to transfers of such Partnership Interests while the safe harbor election remains effective. C. A Partner’s “interest in partnership profits” for purposes of determining its share of the Safe Harbor (including forfeiture allocationsexcess nonrecourse liabilities of the Partnership within the meaning of Regulations Section 1.752-3(a)(3) shall be such Partner’s Percentage Interest except as otherwise determined by the Special Limited Partner in its sole discretion, consistent with Section 752 and the Treasury Regulations thereunder. D. With respect to each Nonrecourse Liability that is secured by a property contributed to the Partnership in the Formation Transactions, pursuant to the fifth sentence of Regulations Section 1.752-3(a)(3), the Partnership shall first allocate any portion of such Nonrecourse Liability that is an “excess nonrecourse liability” within the meaning of Regulations Section 1.752-3(a)(3) to the Partners that contributed such property to the Partnership up to the aggregate amount of built-in gain with respect to such property as of the date of determination that is allocable to such Partners, to the extent that such built-in gain exceeds the gain described in Regulations Section 1.752-3(a)(2) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences such property as of the issuance and vesting date of Safe Harbor Interests consistent determination (with the aggregate amount of such final Safe Harbor guidanceexcess nonrecourse liability allocated among such Partners pro rata based on their respective shares of such built-in gain with respect to such property as of such date). The General Partner is authorized to take such actions as are necessary to achieve, under All determinations made for purposes of implementing the Safe Harbor, the effect that the foregoing election and compliance with all requirements of related allocations shall be made by the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this AgreementSpecial Limited Partner in its sole and absolute discretion.