Common use of Other Allocation Rules Clause in Contracts

Other Allocation Rules. (a) For purposes of determining the Profits, Losses or any other item allocable to any period (including allocations to take into account any transfer of any interest in the Company), Profits, Losses and any such other item shall be determined on a daily, monthly or other basis, as determined by the Board using any permissible method under section 706 of the Code and the Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article X and hereby agree to be bound by the provisions of this Article X in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section 1.752-3(a)(3) of the Regulations, the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital Contributions. (d) To the extent permitted by section 1.704-2(h)(3) of the Regulations, the Board shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses Losses, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses and any such other item items shall be determined on a daily, monthly or other basis, as determined by the Board Tax Matters Member using any permissible method under section Code Section 706 of the Code and the Regulations thereunder; provided, however, in the event there is a distribution by Ref-Fuel Company of its Interest pursuant to the Redemption, such allocation for such Allocation Year shall be based on the number of months preceding and succeeding such distribution in such Allocation Year, and if such distribution occurs other than on the first day of a month, such month shall be pro-rated based on the number of days preceding and including the date of the distribution and the number of days following the distribution, excluding, for this purpose, any income, gain, loss or deduction resulting from any transactions occurring in such month outside the ordinary course of business. (b) The Members are aware of the income tax consequences of the allocations made by this Article X III and hereby agree to be bound by the provisions of this Article X III in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section Regulations Section 1.752-3(a)(33(a) of the Regulations(3), the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital ContributionsPercentage Interests. (d) To the extent permitted by section Section 1.704-2(h)(32(h) (3) of the Regulations, the Board Tax Matters Member shall endeavor to treat Distributions distributions of cash as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Nonrecourse Debt only to the extent that such Distributions distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) For purposes Except as otherwise provided in this Agreement, all items of determining the ProfitsCompany income, Losses or gain, loss, deduction, and any other item allocable to any period (including allocations to take into account any transfer of any interest not otherwise provided for shall be divided among the Members in the Company), Profits, same proportions as such Members share Profits or Losses and any such other item shall be determined on a daily, monthly or other basis, as determined by pursuant to Sections 6.1 for the Board using any permissible method under section 706 of the Code and the Regulations thereunderfiscal year. (b) The Members are aware of the income tax consequences of the allocations made by this Article X VI and hereby agree to be bound by the provisions of this Article X VI in reporting their shares share of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Regulations section 1.752-3(a)(3) of the Regulations), the Members’ interests in Company Profits profits are in proportion the same proportions as they share Profits pursuant to their respective outstanding unreturned Capital ContributionsSection 6.1 for the fiscal year. (d) To the extent permitted by section sections 1.704-2(h)(32(h) and 1.704-2(i)(6) of the Regulations, the Board of Managers shall endeavor to treat Distributions distributions of Available Cash as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Loan Nonrecourse Debt Debt, only to the extent that such Distributions distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article XNotwithstanding anything to the contrary contained herein, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item items of income, gain, loss and deduction with respect to property, other than cash, contributed to the Company by a Member shall be allocated among the Members so as to take into account the variation between the basis of the property to the Company and its fair market value at the time of contribution as provided in Section 704(c) of the Code and Treasury Regulations section 1.704-1(b)(2)(iv)(g). In the event the Gross Asset Value of any Company property is adjusted in accordance with the definition thereof in Article I hereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for Federal income tax purposes and its Gross Asset Value in the same manner as under Code section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Board of Managers in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 6.4(e) are solely for purposes of Federal, state, and local taxes and shall not affect, or in any way be taken into account in computing such Profits computing, any Member’s Capital Account or share of Profits, Losses, or other items or distributions pursuant to any provision of this Agreement. (f) For purposes As long as consistent with the other provisions of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shallVI, to the extent possiblethat gain from the disposition of any Company property is, for Federal income tax purposes, taxable as ordinary income by reason of recapture of depreciation or cost recovery deductions taken with respect to such property, such depreciation recapture shall be allocated among the Members in proportion to the proportion which (i) the amount of depreciation or cost recovery deductions previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) them with respect to such liability unless property; provided, however, that in the event the depreciation recapture is less than the aggregate amount of depreciation or cost recovery deductions giving rise to the depreciation recapture allocated among such arrangement has Members with respect to such property, the depreciation recapture will be allocated among such Members based on the order in time the Members have been approved by the Board. To the extent a Member is permitted allocated such deductions with respect to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributionsproperty.

Other Allocation Rules. The following rules will apply to the calculation and allocation of Profits, Losses and other items: (a1) Except as otherwise provided in the Agreement, all Profits, Losses and other items allocated to the Partners will be allocated among them in proportion to their Percentage Interests. (2) For purposes of determining the Profits, Losses or any other item allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses and any such other item shall items will be determined on a daily, monthly or other basis, as determined by the Board General Partner using any permissible method under section Code Section 706 of the Code and the Regulations thereunderrelated Treasury Regulations. (b) The Members are aware of the income tax consequences of the allocations made by this Article X and hereby agree to be bound by the provisions of this Article X in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section 1.752-3(a)(3) of the Regulations, the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital Contributions. (d) To the extent permitted by section 1.704-2(h)(3) of the Regulations, the Board shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e3) Except as otherwise provided in this Article XAgreement, an allocation all items of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of Partnership income, gain, loss and deduction taken into account deduction, and other allocations not provided for in computing such this Agreement will be divided among the Partners in the same proportions as they share Profits or and Losses, provided that any credits shall be allocated in accordance with Treasury Regulations Section 1.704-1(b)(4)(ii). (f4) For purposes of determining Treasury Regulations Section 1.752-3(a), the character Partners hereby agree that any nonrecourse liabilities of the Partnership in excess of the sum of (as ordinary income or capital gaini) the Partnership Minimum Gain and (ii) the aggregate amount of any Profits taxable gain that would be allocated to the Members pursuant Partners under Section 704(c) (or in the same manner as Section 704(c) in connection with a revaluation of Partnership property) if the Partnership disposed of (in a taxable transaction) all Partnership property subject to this Article Xone or more nonrecourse liabilities of the Partnership in full satisfaction of such liabilities and for no other consideration, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, shall be allocated among the Members Partners in the proportion which (i) the amount accordance with their respective shares of depreciation previously allocated Profits. The General Partner shall have discretion in any Fiscal Year to each Member bears to (ii) the total of allocate such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations excess nonrecourse liabilities among the Members pursuant to this Article X, but merely the character of income so allocated. Partners (ga) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into a manner reasonably consistent with allocations (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(bhave substantial economic effect) of the Regulationssome other significant item of Partnership income or gain or (b) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributionsmanner in which it is reasonably expected that the deductions attributable to the excess nonrecourse liabilities will be allocated.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses Losses, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)taxable period, Profits, Losses Losses, and any such other item items shall be determined on a daily, monthly monthly, or other basis, as determined by the Board using any permissible method under section Code Section 706 of the Code and the Regulations thereunder. (b) Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Members in the same proportions as they share Profits or Losses, as the case may be, for the Fiscal Year or other taxable period. (c) To the extent a taxing authority successfully asserts that any deduction claimed by a Member in such Member’s capacity as other than a Member of the Company is properly allowed to the Company (and not to the Member in its capacity as other than a Member), then the Member shall be treated as having made a Capital Contribution in the amount of such deduction, and shall be specially allocated such deduction in such amount. (d) The Members are aware of the income tax consequences of the allocations made by this Article X III of the Agreement and hereby agree to be bound by the such provisions of this Article X in reporting their shares of Company income and loss for income tax purposes. (ce) Solely for purposes purpose of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section Regulation Section 1.752-3(a)(3) of ), each Member’s interest in the Regulations, the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital ContributionsCompany’s profits shall be such Member’s Percentage Interest. (df) To the extent permitted by section Regulation Section 1.704-2(h)(3) of the Regulations), the Board shall endeavor to treat Distributions distributions as having been made from the proceeds of a Nonrecourse Liability nonrecourse liability or a Partner Nonrecourse Debt partner nonrecourse debt only to the extent that such Distributions distributions would not cause or increase a deficit in an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) Profits, Losses and any other items of income, gain, loss or deduction shall be allocated to the Members pursuant to this Article VI as of the last day of each Fiscal Year, provided that Profits, Losses, and such other items shall also be allocated at such times as the Gross Asset Values of property are adjusted pursuant to sub-paragraph (b) of the definition of “Gross Asset Value” in Article I. (b) For purposes of determining the Profits, Losses Losses, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)Fiscal Period within a Fiscal Year, Profits, Losses Losses, and any such other item items shall be determined on a daily, monthly monthly, or other basis, as determined by the Board using any permissible method under section Code §706 and the Treasury Regulations thereunder, which takes into account the varying interests of the Code and the Regulations thereunderMembers during each Fiscal Year. (bc) The Members are aware of the income tax consequences of the allocations made by this Article X Agreement and hereby agree to be bound by the provisions of this Article X hereof in reporting their shares of Company income and loss for income tax purposes. (cd) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilitiesExcess Nonrecourse Liabilities” of the Company Partnership, within the meaning of section Treasury Regulation §1.752-3(a)(3) of shall be allocated among the Regulations, the Members’ interests in Company Profits are Members in proportion to their respective outstanding unreturned Capital ContributionsUnits held. (de) To the extent permitted by section Treasury Regulation §1.704-2(h)(3) of the Regulations), the Board shall endeavor not to treat Distributions distributions of cash as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Nonrecourse Debt Debt, but only to the extent that such Distributions distributions would not cause or increase an Adjusted a Deficit Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining In the character (event the Fund has taxable income that is characterized as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to under the recapture provisions of depreciation shallthe Code, each Member’s distributive share of taxable gain or loss from the sale of depreciable assets (to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter include a proportionate share of the amount recapture income equal to the Member’s share of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement prior cumulative depreciation deductions with respect to any liability of the Company assets that would result in such Member (or a person related gave rise to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributionsrecapture income.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses or Losses, each item thereof and all other items attributable to Shares for any other item allocable to any period (including allocations to take into account any transfer of any interest in the Company)Taxable Year shall, Profitsfor U.S. federal income tax purposes, Losses and any such other item shall be determined on an annual basis and pro rated on a dailymonthly basis and the pro rata portion for each month shall be allocated to those Persons who are Members as of the opening of the NYSE on the first business day of the applicable month; provided, monthly however, that gain or loss on a sale or other basisdisposition of any assets of the Company other than in the ordinary course of business, as determined by the Board using Manager, shall be allocated to the Members as of the opening of the NYSE on the first business day of the month in which such item of gain or loss is recognized for federal income tax purposes. With respect to any permissible method under section Share that was not treated as Outstanding as of the close of the NYSE on the first business day of the applicable month, the first Person who is treated as the Member with respect to such Share will be treated as the Member with respect to such Share for this purpose as of the close of the NYSE on the first business day of the applicable month. The Manager may revise, alter or otherwise modify such methods of allocation as it determines necessary, to the extent permitted or required by Section 706 of the Code and the Regulations or rulings promulgated thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article X 4 and hereby agree to be bound by the provisions of this Article X 4 in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section Regulations Section 1.752-3(a)(3) of the Regulations), the Members’ Member’s interests in Company Profits profits are in proportion to their respective outstanding unreturned Capital ContributionsPercentage Interests. (d) To the extent permitted by section Regulations Section 1.704-2(h)(3) of the Regulations), the Board Manager shall endeavor to treat Distributions distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Nonrecourse Debt only to the extent that such Distributions distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as Allocations that would otherwise provided in this Article X, an allocation of Company Profits or Losses be made to a Member under the provisions of this Article IV shall instead be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated made to the Members pursuant to this Article X, beneficial owner of Shares held by a nominee in any case in which the nominee has furnished the identity of such portion of Profits that is treated as ordinary income attributable owner to the recapture of depreciation shall, to the extent possible, be allocated among the Members Company in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This accordance with Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b6031(c) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved Code or any other method determined by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital ContributionsManager.

Other Allocation Rules. The following rules will apply to the calculation and allocation of Profits, Losses and other items: (a1) Except as otherwise provided in the Agreement, all Profits, Losses and other items allocated to the Partners will be allocated among them in proportion to their Percentage Interests. (2) For purposes of determining the Profits, Losses or any other item allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses and any such other item shall items will be determined on a daily, monthly or other basis, as determined by the Board General Partner using any permissible method under section Code Section 706 of the Code and the Regulations thereunderrelated Treasury Regulations. (b) The Members are aware of the income tax consequences of the allocations made by this Article X and hereby agree to be bound by the provisions of this Article X in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section 1.752-3(a)(3) of the Regulations, the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital Contributions. (d) To the extent permitted by section 1.704-2(h)(3) of the Regulations, the Board shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e3) Except as otherwise provided in this Article XAgreement, an allocation all items of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of Partnership income, gain, loss and deduction taken into account deduction, and other allocations not provided for in computing such this Agreement will be divided among the Partners in the same proportions as they share Profits or and Losses, provided that any credits shall be allocated in accordance with Treasury Regulations Section 1.704-1(b)(4)(ii). (f4) For purposes of determining Treasury Regulations Section 1.752-3(a), the character Partners hereby agree that any Nonrecourse Liabilities of the Partnership in excess of the sum of (as ordinary income or capital gaini) the Partnership Minimum Gain and (ii) the aggregate amount of any Profits taxable gain that would be allocated to the Members pursuant Partners under Section 704(c) (or in the same manner as Section 704(c) in connection with a revaluation of Partnership property) if the Partnership disposed of (in a taxable transaction) all Partnership property subject to this Article Xone or more Nonrecourse Liabilities of the Partnership in full satisfaction of such Liabilities and for no other consideration, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, shall be allocated among the Members Partners in the proportion which (i) the amount accordance with their respective shares of depreciation previously allocated Profits. The General Partner shall have discretion in any Fiscal Year to each Member bears to (ii) the total of allocate such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations excess Nonrecourse Liabilities among the Members pursuant to this Article X, but merely the character of income so allocated. Partners (ga) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into a manner reasonably consistent with allocations (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(bhave substantial economic effect) of the Regulationssome other significant item of Partnership income or gain or (b) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributionsmanner in which it is reasonably expected that the deductions attributable to the excess Nonrecourse Liabilities will be allocated.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses or Losses, and any other item allocable items of income, gain, loss, deduction, or credit shall be allocated to any period (including allocations the Partners pursuant to take into account any transfer this ARTICLE 5 as of any interest in the Company)last day of each taxable year, provided that Profits, Losses Losses, and any such other item items shall also be determined on a daily, monthly or other basis, allocated at such times as determined by the Board using any permissible method under section 706 Gross Asset Values of Partnership assets are adjusted pursuant to subparagraph (ii) of the Code and the Regulations thereunderdefinition of “Gross Asset Value” in Section 2.1. (b) The Members Partners are aware of the income tax consequences of the allocations made by this Article X ARTICLE 5 and hereby agree to be bound by the provisions of this Article X ARTICLE 5 in reporting their shares of Company Partnership income and loss for income tax purposes. (c) For purposes of determining the Profits, Losses, or any other items of income, gain, loss, deduction, or credit allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis using the closing of the books method or, subject to Section 6.9(n) and (o) solely with respect to a particular period prior to the Effective Time, any other permissible method under Code Section 706 and the Regulations thereunder. (d) Any “excess nonrecourse liability” of the Partnership, within the meaning of Regulations Section 1.752-3(a)(3), shall be allocated first among the Partners in proportion to and to the extent of the amount of built-in gain that is allocable to each such Partner on Code Section 704(c) property or property for which reverse Code Section 704(c) allocations are applicable where such property is subject to the nonrecourse liability to the extent that such built-in gain exceeds the gain described in Regulations Section 1.752-3(a)(2) with respect to such property (“Third Tier Built-In Gain”), except that, if and to the extent necessary for a Partner or Partners to avoid a limitation in a taxable year on Partnership deductions or losses under Code Section 704(d) or the recognition of gain on a Partnership distribution under Code Section 731(a)(1), allocations based on Third Tier Built-In Gain for such taxable year shall be increased to such Partner or Partners and reduced to one or more other Partners, in each case in accordance with Regulations Section 1.752-3(a)(3), provided that such decreases have no adverse effect under Code Section 704(d) or 731(a)(1) on any Partner for such taxable year. The amount of any excess nonrecourse liabilities not allocated pursuant to the preceding sentence shall be allocated in accordance with the Partners interests in Partnership profits. Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section 1.752-3(a)(3) of the Regulationsthis Subsection 5.5(d), the MembersPartners’ interests in Company Profits Partnership profits are in proportion to their respective outstanding unreturned Capital ContributionsPercentage Interests. (d) To the extent permitted by section 1.704-2(h)(3) of the Regulations, the Board shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses Losses, or any other item allocable to any period (including allocations to take into account any changes in any Member’s Sharing Ratio during a Fiscal Year and any transfer of any interest Member’s Membership Interest or Economic Interest in the Company), Profits, Losses Losses, and any such other item shall be determined on a daily, monthly monthly, or other basis, as reasonably determined by the Board using any permissible method Managers under section Section 706 of the Code and the Tax Regulations thereunderthereunder using the closing of the books method. (b) The Members are aware of the income tax consequences of the allocations made by this Article X IX and hereby agree to be bound by the provisions of this Article X IX in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section Section 1.752-3(a)(3) of the Tax Regulations, the Members’ interests Membership Interests in Company Profits profits are in proportion to their respective outstanding unreturned Capital ContributionsSharing Ratios. (d) To the extent permitted by section Section 1.704-2(h)(3) of the Tax Regulations, the Board Managers shall endeavor to treat Distributions distributions of Net Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article XIX, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article XIX, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation Depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation Depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(fsection 9.6(f) shall not alter the amount of allocations among the Members pursuant to this Article XIX, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization DocumentAgreement, no Member shall enter into (or permit any Affiliate of that Person related to the Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person Person related to such Member under section Section 1.752-4(b) of the Tax Regulations) bearing the economic risk of loss (within the meaning of section Section 1.752-2 of the Tax Regulations) with respect to such liability unless such arrangement has been approved by the Boardall Members. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital ContributionsSharing Ratios. (h) In the event additional Members are admitted to the Company, the Profits (or Losses) allocated to the Members for each such fiscal year during which Members are so admitted shall be allocated among the Members in proportion to the Economic Interest each holds from time to time during such Fiscal Year in accordance with Code Section 706, using the “closing of the books” method.

Other Allocation Rules. The following rules will apply to the calculation and allocation of Profits, Losses and other items: (a1) Except as otherwise provided in this Agreement, all Profits, Losses and other items allocated to the Partners will be allocated among them in proportion to their Percentage Interests. (2) For purposes of determining the Profits, Losses or any other item allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses and any such other item shall items will be determined on a daily, monthly or other basis, as determined by the Board General Partner using any permissible method under section Code Section 706 of the Code and the Regulations thereunderrelated Treasury Regulations. (b) The Members are aware of the income tax consequences of the allocations made by this Article X and hereby agree to be bound by the provisions of this Article X in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section 1.752-3(a)(3) of the Regulations, the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital Contributions. (d) To the extent permitted by section 1.704-2(h)(3) of the Regulations, the Board shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e3) Except as otherwise provided in this Article XAgreement, an allocation all items of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of Partnership income, gain, loss and deduction taken into account deduction, and other allocations not provided for in computing such this Agreement will be divided among the Partners in the same proportions as they share Profits or and Losses; provided that any credits shall be allocated in accordance with Treasury Regulations Section 1.704-1(b)(4)(ii). (f4) For purposes of determining Treasury Regulations Section 1.752-3(a), the character Partners hereby agree that any nonrecourse liabilities of the Partnership in excess of the sum of (as ordinary income or capital gaini) the Partnership Minimum Gain and (ii) the aggregate amount of any Profits taxable gain that would be allocated to the Members pursuant Partners under Section 704(c) (or in the same manner as Section 704(c) in connection with a revaluation of Partnership property) if the Partnership disposed of (in a taxable transaction) all Partnership property subject to this Article Xone or more nonrecourse liabilities of the Partnership in full satisfaction of such liabilities and for no other consideration, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, shall be allocated among the Members Partners in the proportion which (i) the amount accordance with their respective shares of depreciation previously allocated Profits. The General Partner shall have discretion in any Fiscal Year to each Member bears to (ii) the total of allocate such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations excess nonrecourse liabilities among the Members pursuant to this Article X, but merely the character of income so allocated. Partners (ga) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into a manner reasonably consistent with allocations (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(bhave substantial economic effect) of the Regulationssome other significant item of Partnership income or gain or (b) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributionsmanner in which it is reasonably expected that the deductions attributable to the excess nonrecourse liabilities will be allocated.

Other Allocation Rules. (a) Profits, Losses, and any other items of income, gain, loss, or deduction shall be allocated to the Members pursuant to this Section 3 as of the last day of each Fiscal Year; provided that Profits, Losses, and such other items shall also be allocated at such times as the Gross Asset Values of the Company’s assets are adjusted pursuant to subparagraph (ii) of the definition of “Gross Asset Value” in Section 1.10. (b) Allocations made for the Allocation Year beginning on May 31, 2004 and ending on May 29, 2005 shall take into account the conversion of a portion of TPC’s Class A Limited Membership Interest into 303,300 Series B-1 Limited Membership Interests. (c) In the event that, for any Allocation Year, (i) one or more Limited Members have been allocated an amount of Estimated Profits and Losses, and other items of Company income, gain, loss, or deduction in connection with a Class A Remarketing, Class B Purchase, Class B Remarketing, or Class B Exchange and (ii) the amount so allocated (the “Estimated Allocation”) differed from the amount actually allocated (the “Actual Allocation”) to such Limited Members pursuant to Sections 3.1 or 3.2 and Section 3.3 for such Allocation Year, the Managing Member shall be allocated an amount of Profits or Losses, as applicable, otherwise allocable to such Limited Members equal to the difference between the Estimated Allocation and the Actual Allocation, and the Actual Allocation made to such Limited Members shall be adjusted accordingly. Any amounts reallocated pursuant to this Section 3.5(c) shall be deemed for all purposes hereunder to have been actually allocated to the Managing Member and not allocated to such Limited Members. (d) For purposes of determining the Profits, Losses Losses, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses Losses, and any such other item items shall be determined on a daily, monthly or other basis, as determined daily proration basis by the Board using any permissible method Managing Member under section Code Section 706 of the Code and the Regulations thereunder. (be) The Members are aware of the income tax consequences of the allocations made by this Article X Section 3 and hereby agree to be bound by the provisions of this Article X Section 3 in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section 1.752-3(a)(3) of the Regulations, the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital Contributions. (d) To the extent permitted by section 1.704-2(h)(3) of the Regulations, the Board shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Lossesrequired by law. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses Losses, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses Losses, and any such other item items shall be determined on a daily, monthly monthly, or other basis, as determined by the Board Management Committee using any permissible method under section Code Section 706 of the Code and the Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article X Section 3 and hereby agree to be bound by the provisions of this Article X Section 3 in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s 's proportionate share of the “"excess nonrecourse liabilities” " of the Company within the meaning of section Regulations Section 1.752-3(a)(3) of the Regulations), the Members’ ' interests in Company Profits are in proportion to their respective outstanding unreturned Capital ContributionsPercentage Interests. (d) To the extent permitted by section Regulations Section 1.704-2(h)(3) of the Regulations), the Board Management Committee shall endeavor to treat Distributions distributions of Net Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Nonrecourse Debt only to the extent that such Distributions distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article XIn the event the IRS adjusts the amount of any fees, an allocation of Company Profits interest, or Losses other amounts paid to a Member or an Affiliate of a Member pursuant to this Agreement or any other agreement between the Company and such Member or Affiliate, and such amounts are or were treated as deductible by the Company, whether in reliance upon Section 162, 163, 707(a) or 707(c) of the Code or otherwise, then (i) In the case of an upward adjustment, there shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that Member who received (or whose Affiliate received) or is treated as ordinary income attributable having received such payments an amount of loss or deduction for the taxable year in or with respect to the recapture of depreciation shallwhich such fees, interest or other amounts were adjusted equal to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to the increase of such fees, interest, or other amounts, and (ii) In the total case of such depreciation a downward adjustment, there shall be allocated to all Members. This Section 10.5(fthe Member who received (or whose Affiliate received) shall not alter or is treated as having received such payment an amount of gross income for the taxable year in or with respect to which such fees, interest, or other amounts were adjusted equal to the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share decrease of such indebtednessfees, determined in accordance with the Members’ respective outstanding unreturned Capital Contributionsinterest, or other amounts.

Other Allocation Rules. The following rules will apply to the calculation and allocation of Profits, Losses and other items: (a1) Except as otherwise provided in the Agreement. all Profits, Losses and other items allocated to the Partners will be allocated among them in proportion to their Percentage Interests. (2) For purposes of determining the Profits, Losses or any other item allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses and any such other item shall items will be determined on a daily, monthly or other basis, as determined by the Board General Partner using any permissible method under section Code Section 706 of the Code and the Regulations thereunderrelated Treasury Regulations. (b) The Members are aware of the income tax consequences of the allocations made by this Article X and hereby agree to be bound by the provisions of this Article X in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section 1.752-3(a)(3) of the Regulations, the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital Contributions. (d) To the extent permitted by section 1.704-2(h)(3) of the Regulations, the Board shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e3) Except as otherwise provided in this Article XAgreement, an allocation all items of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of Partnership income, gain, loss and deduction taken into account deduction, and other allocations not provided for in computing such this Agreement will be divided among the Partners in the same proportions as they share Profits or and Losses, provided that any credits shall be allocated in accordance with Treasury Regulations Section 1.704-1(b)(4)(ii). (f4) For purposes of determining Treasury Regulations Section 1.752-3(a), the character Partners hereby agree that any nonrecourse liabilities of the Partnership in excess of the sum of (as ordinary income or capital gaini) the Partnership Minimum Gain and (ii) the aggregate amount of any Profits taxable gain that would be allocated to the Members pursuant Partners under Section 704(c) (or in the same manner as Section 704(c) in connection with a revaluation of Partnership property) if the Partnership disposed of (in a taxable transaction) all Partnership property subject to this Article Xone or more nonrecourse liabilities of the Partnership in full satisfaction of such liabilities and for no other consideration, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, shall be allocated among the Members Partners in the proportion which (i) the amount accordance with their respective shares of depreciation previously allocated Profits. The General Partner shall have discretion in any Fiscal Year to each Member bears to (ii) the total of allocate such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations excess nonrecourse liabilities among the Members pursuant to this Article X, but merely the character of income so allocated. Partners (ga) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into a manner reasonably consistent with allocations (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(bhave substantial economic effect) of the Regulationssome other significant item of Partnership income or gain or (b) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributionsmanner in which it is reasonably expected that the deductions attributable to the excess nonrecourse liabilities will be allocated.

Other Allocation Rules. (a) For If any fees or other payments deducted for federal income tax purposes by the Company are recharacterized by a final determination of determining the Profits, Losses or any other item allocable Internal Revenue Service as nondeductible distributions to any period (including allocations to take into account any transfer Member, then, notwithstanding all other allocation provisions, items of any interest in the Company), Profits, Losses income and any such other item gain shall be determined on a daily, monthly allocated to such Member (for each Fiscal Year in which such recharacterization occurs) in an amount equal to the fees or other basis, as determined by the Board using any permissible method under section 706 of the Code and the Regulations thereunderpayments recharacterized. (b) The Members are aware Board is hereby authorized in its discretion to amend this Agreement without the consent of the income tax consequences Members in any manner necessary or desirable to (1) provide for “forfeiture allocations” under any final Treasury Regulations concerning the transfers of partnership interests in connection with the allocations made by this Article X performance of services and hereby agree (2) to be bound by enable the provisions of this Article X in reporting their shares of Company income and loss any Person issued a Membership Interest for services to value for income tax purposespurposes such compensatory membership interest at its liquidation value. Each Member hereby agrees, upon the request of the Board, to consent to and to provide any required information in connection with any such forfeiture allocations, related tax elections or other related actions of the Company. (c) In the event that any item or items of income, gain, loss or deduction of the Company or any Member is reallocated between the Company and any Member pursuant to Section 482 of the Code, then the allocation of the income, gain, loss or deduction of the Company for the year in which such reallocation occurs shall be made in such a fashion that the Capital Accounts of all Members, after taking into account any deemed contributions or distributions arising in connection with such reallocation, shall be, to the fullest extent possible, in proportion to each Member’s Percentage Interest. (d) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section Treasury Regulations Section 1.752-3(a)(3) of the Regulations3(a), the Members’ interests in Company Profits the Company’s profits are in proportion to their respective outstanding unreturned Capital ContributionsPercentage Interests. (de) To the extent permitted by section Treasury Regulations Section 1.704-2(h)(3) of the Regulations), the Board shall endeavor to treat Distributions distributions of cash as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Nonrecourse Debt only to the extent that such Distributions distributions would not cause or increase an a deficit balance in any Member’s Adjusted Capital Account Deficit for any MemberAccount. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses or any other item allocable to any period (including allocations to take into account any transfer of any interest in the Company), Profits, Losses and any such other item shall be determined on a daily, monthly or other basis, as determined by the Board using any permissible method under section 706 of the Code and the Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article X IV and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions of this Article X IV in reporting their shares share of Company income and loss for income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account and the allocations set forth herein are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines, that the application of these provisions would result in non‑compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisions. (c) Solely for purposes All items of determining income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Transferor and the Transferee based on the portion of the Fiscal Year or other taxable period during which each was recognized as the owner of such interest, without regard to the results of Company operations during any particular portion of that year and without regard to whether cash distributions were made to the Transferor or the Transferee during that year; provided that this allocation must be made in accordance with a Member’s method determined by the Managing Member and permissible under Code Section 706 and the Treasury Regulations thereunder. (d) The Members’ proportionate share shares of the “excess nonrecourse liabilities” of the Company Company, within the meaning of section Treasury Regulations Section 1.752 3(a)(3), shall be (i) first allocated to the Members, pursuant to the additional method described in Treasury Regulations Section 1.752-3(a)(3) of the Regulations, the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital Contributions. and then (dii) To the extent permitted by section 1.704-2(h)(3) of the Regulations, the Board shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits next allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributionsshare of Company profits, in each case as described in Treasury Regulations Section 1.752-3(a)(3), provided that, the Managing Member may use such other method or methods that are appropriate, in accordance with applicable Law and as described in Treasury Regulations Section 1.752-3(a)(3) to the extent such method or methods do not have an adverse impact on any Member without such Member’s written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Other Allocation Rules. (a) For purposes of determining the Profits, Losses Losses, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses Losses, and any such other item items shall be determined on a daily, monthly monthly, or other basis, as determined by the Board Directors using any permissible method under section Code Section 706 of the Code and the Regulations thereunder. (b) The Members Unit Holders are aware of the income tax consequences of the allocations made by this Article X Section 3 and hereby agree to be bound by the provisions of this Article X Section 3 in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s Unit Holder's proportionate share of the “"excess nonrecourse liabilities” " of the Company within the meaning of section Regulations Section 1.752-3(a)(3) of the Regulations), the Members’ Class A Unit Holders' aggregate interests in Company Profits are profits shall be deemed to be as provided in proportion to their respective outstanding unreturned Capital Contributions. (d) the capital accounts. To the extent permitted by section Section 1.704-2(h)(3) of the Regulations, the Board Directors shall endeavor to treat Distributions distributions of Net Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Partner Unit Holder Nonrecourse Debt only to the extent that such Distributions distributions would not cause or increase an Adjusted Capital Account Deficit for any MemberUnit Holder. (ed) Except as otherwise provided in this Article X, an allocation Allocations of Company Profits or and Losses to a Member the Class A Unit Holders shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members them in the proportion ratio which (i) the amount of depreciation previously allocated to each Member Class A Unit Holder's Units bears to (ii) the total number of such depreciation allocated Class A Units issued and outstanding. Allocations of Profits and Losses to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members Class B Unit Holders shall be afforded allocated among them in the opportunity ratio which each Class B Unit Holder's Units bears to guarantee such Member’s pro rata share the total number of such indebtednessClass B Units issued and outstanding. Allocations of Profits and Losses to the Class C Unit Holders shall be allocated among them in the ratio which each Class C Unit Holder's Units bears to the total number of Class C Units issued and outstanding BADGER STATE ETHANOL, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.LLC OPERATING AGREEMENT

Other Allocation Rules. (a) Profits, Losses and any other items of income, gain, loss or deduction shall be allocated to the Interest Holders pursuant to this Article III as of the last day of each Allocation Year; provided that Profits, Losses and such other items shall also be allocated at such times as the Gross Asset Values of Partnership Property are adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value in Section 1.1. (b) For purposes of determining the Profits, Losses Losses, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses Losses, and any such other item items shall be determined on a daily, monthly monthly, or other basis, as determined by the Board General Partner using any permissible method under section Code Section 706 of the Code and the Regulations thereunder. (bc) All allocations to the Interest Holders pursuant to this Section 3.4 shall, except as otherwise provided, be divided among them in proportion to their respective Ownership Percentages. In the event there is more than one General Partner, all such allocations to the General Partners shall be divided among them as they may agree. (d) The Members Interest Holders are aware of the income tax consequences of the allocations made by this Article X III and hereby agree to be bound by the provisions of this Article X III in reporting their shares of Company Partnership income and loss for income tax purposes, except to the extent otherwise required by law. (ce) Solely for purposes of determining a Memberan Interest Holder’s proportionate share of the “excess nonrecourse liabilities” of the Company Partnership within the meaning of section Regulations Section 1.752-3(a)(3) of the Regulations), the MembersInterest Holders’ interests Interests in Company Profits Partnership profits are as follows: General Partner one percent (1%), and other Interest Holders’ ninety-nine percent (99%) (i.e., in proportion to their respective outstanding unreturned Capital ContributionsOwnership Percentages). (df) To the extent permitted by section Section 1.704-2(h)(3) of the Regulations, the Board General Partner shall endeavor to treat Distributions of Net Cash From Operations or Net Cash From Sales or Refinancings as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital capital Account Deficit for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocatedInterest Holder. (g) Except for arrangements expressly described All tax credits shall, subject to the applicable provisions of the Code and Regulations Section 1.704-1(b), be allocated to the Interest Holders in this Agreement accordance with their respective Ownership Percentage as of the time the tax credit arises. Each Partner’s allocable share of any tax credit recapture shall bear the same ratio to the total credit recapture as such Partner’s share of the original tax credit subject to recapture. (h) To the extent possible, each Interest Holder’s allocable share of Partnership Profits which is characterized as ordinary income pursuant to Sections 1245 or authorized under any Basic Securitization Document1250 of the Code, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability the disposition of an item of Partnership Property shall bear the same ratio to the total Profits of the Company that would result in Partnership so characterized as such Member (or a person related to such Member under section 1.752-4(b) Interest Holder’s share of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) past depreciation and/or cost recovery deductions taken with respect to such liability unless such arrangement has been approved by the Board. To specific item of Partnership Property bears to all the extent a Member is permitted Interest Holders’ past depreciation and/or cost recovery deductions with respect to guarantee the repayment that specific item of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital ContributionsPartnership Property.

Other Allocation Rules. (a) For purposes of determining the Net Profits, Net Losses or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)Fiscal Year, Net Profits, Net Losses and any such other item items shall be determined on a daily, monthly or other basis, basis as determined by the Board Tax Matters Member in its sole discretion using any permissible method under section Code Section 706 of the Code and the Regulations thereunderTreasury Regulation thereunder subject to Section 13.6. (b) The Members are aware of the United States federal income tax consequences of the allocations made by this Article X and hereby agree to be bound by the provisions of this Article X in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s 's proportionate share of the “"excess nonrecourse liabilities” " of the Company within the meaning of section Treasury Regulation Section 1.752-3(a)(3) ), each Member's interest in the Company profits shall be deemed to be equal to its Class Percentage Interests in the Classes to which such non-recourse liabilities relate, or if such non-recourse liabilities relate to more than one Class, such Class Percentage Interests shall be weighted in accordance with the aggregate Sub-Accounts of the Regulations, the Members’ interests in Company Profits are in proportion Members with respect to their respective outstanding unreturned Capital Contributionseach such Class. (d) All items of Company income, gain, loss, deduction and any other allocations not otherwise provided for shall be allocated between the Members in the same proportion as the Profits or Losses, as the case may be, for the Fiscal Year. (e) To the extent permitted by section Treasury Regulation Section 1.704-2(h)(32(h) of the Regulationsand 1.704-2(i)(6), the Board Members shall endeavor to treat Distributions distributions as not having been made from the proceeds of either a Nonrecourse Liability "nonrecourse liability" or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except "partner nonrecourse debt" as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members defined in the proportion which Treasury Regulation Section 1.704-2(b)(3) and (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X4), but merely the character of income so allocatedrespectively. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses Losses, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses Losses, and any such other item items shall be determined on a daily, monthly monthly, or other basis, as determined by the Board Majority in Interest using any permissible method under section Code Section 706 of the Code and the Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by Section 3 of the Agreement and this Article X Exhibit B and hereby agree to be bound by the provisions of Section 3 of the Agreement and this Article X Exhibit B in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a an Interest Holder’s or Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section Regulations Section 1.752-3(a)(3) of the Regulations), the Members’ or Interest Holders’ interests in Company Profits profits are in proportion to their respective outstanding unreturned Capital ContributionsPercentage Interests. (d) To the extent permitted by section Section 1.704-2(h)(3) of the Regulations, the Board Majority in Interest shall endeavor to treat Distributions distributions of Net Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Nonrecourse Debt only to the extent that such Distributions distributions would not cause or increase an Adjusted Capital Account Deficit for any MemberMember or Interest Holder. (e) Except as otherwise provided in this Article X, an The allocation of Company Profits or and Losses for tax purposes set forth in Section 3.1, 3.2 and Section 5.8 of this Agreement are intended to a Member shall produce final Capital Account balances that are at levels (“Target Final Balances”) that would permit liquidating distributions made in accordance with such final Capital Account balances to be treated as an allocation equal to such Member the distribution that would occur under Section 13.2 or, if applicable, 13.6. However, if the Capital Accounts of the same share Members are in such ratios or balances that distributions pursuant to Section 13.2 or, if applicable, Section 13.6 would not be in accordance with the final Capital Account balances of each item the Members, such failure shall not affect or alter the distributions required by Section 13.2 or, if applicable, Section 13.6. Notwithstanding the other provisions of this Agreement, if the allocation provisions of this Agreement would not result in positive Capital Account balances necessary to support distributions consistent with such intention upon a Sale of the Business, a dissolution of the Company or other disposition of all or substantially all of the remaining assets of the Company accompanied by an actual distribution of available cash, items of gross income, gain, loss and deduction taken into account in computing during such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits Fiscal Year, if necessary, shall be allocated to between the Members pursuant so as to this Article X, produce such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocatedTarget Final Balances. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses Losses, or any other item allocable to any period (including allocations to take into account any changes in any Member's Sharing Ratio during a Fiscal Year and any transfer of any interest in the Company), Profits, Losses Losses, and any such other item shall be determined on a daily, monthly monthly, or other basis, as determined by the Board Managing Member using any permissible method under section Section 706 of the Code and the Tax Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article X IX and hereby agree to be bound by the provisions of this Article X IX in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s 's proportionate share of the “"excess nonrecourse liabilities” " of the Company Partnership within the meaning of section Section 1.752-3(a)(3) of the Tax Regulations, the Members’ ' interests in Company Profits profits are in proportion to their respective outstanding unreturned Capital ContributionsSharing Ratios. (d) To the extent permitted by section Section 1.704-2(h)(3) of the Tax Regulations, the Board Managing Member shall endeavor to treat Distributions distributions of Net Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions distributions would not cause or increase an Adjusted Capital Account Deficit for any MemberPartner. (e) Except as otherwise provided in this Article XIX, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article XIX, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(fsection 9.6(f) shall not alter the amount of allocations among the Members pursuant to this Article XIX, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization DocumentAgreement, no Member shall enter into (or permit any Affiliate of that Person related to the Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section Section 1.752-4(b) of the Tax Regulations) bearing the economic risk of loss (within the meaning of section Section 1.752-2 of the Tax Regulations) with respect to such liability unless such arrangement has been approved by the Boardall Members. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s 's pro rata share of such indebtedness, determined in accordance with the Members’ ' respective outstanding unreturned Capital ContributionsSharing Ratios. In the event a Member is terminated for Just Cause, as same is defined below, such Members interest in Rock Meadow Partners, LLC (the “Company”) shall be redeemed by the Company based upon the terminated Member’s capital account balance in the Company. The Company shall pay within thirty (30) days of such termination one-third of the value of such capital account. Thereafter, the remainder shall be purchased at any time before the first anniversary of such Members termination for Just Cause.

Other Allocation Rules. (a) Except as otherwise provided in this Agreement, items of taxable income, gain, loss, deduction, and credit shall be allocated among the Members for income tax purposes in a manner consistent with the allocations made for “book purposes” under Article IV and this Article X. Taxable income or loss for any taxable year that is not allocated pursuant to the preceding sentence and that is not otherwise allocated pursuant to Article IV or this Article X shall be allocated among the Members for tax purposes in the same proportion that Profit or Loss has been allocated for that taxable year under Article IV. (b) For purposes of determining the Profits, Losses Losses, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)taxable year, Profits, Losses Losses, and any such other item items shall be determined on a daily, monthly monthly, or other basis, as reasonably determined by the Board Members using any permissible method under section Code Section 706 of the Code and the Regulations thereunder. (bc) The Except as otherwise provided in this Agreement, all items of income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Members are aware of in the income tax consequences of same proportions as they share Profits or Losses, as the allocations made by this Article X and hereby agree to be bound by case may be, for the provisions of this Article X in reporting their shares of Company income and loss for income tax purposesapplicable taxable year. (cd) Notwithstanding the other provisions of Article IV or this Article X, the Members is authorized to make any adjustment in the allocation of Profits or Losses provided for in such Articles if the Members considers in good faith that the adjustment is necessary and equitable to correct errors in allocations caused by errors in unaudited financial information or to correct inequities that may arise under this Agreement. (e) Solely for purposes of determining a each Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section Company, as such term is defined in Regulations Section 1.752-3(a)(3) of ), each Member’s interest in profits for any taxable year shall be based on the Regulations, the Members’ interests manner in Company which Profits are in proportion to their respective outstanding unreturned Capital Contributionsallocated for the relevant taxable year. (df) To the extent permitted by section Regulations Section 1.704-2(h)(3) of the Regulations), the Board Company shall endeavor to treat Distributions distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Nonrecourse Debt only to the extent that such Distributions distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses Losses, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses Losses, and any such other item items shall be determined on a daily, monthly or other basis, apportioned among the Holders as determined by the Board Manager using any permissible method under section Section 706 of the Code and the Treasury Regulations thereunder; to the greatest extent practicable, the Manager shall use the closing of the books method of accounting to maximize allocable losses to the Company. (b) All allocations to the Holders pursuant to this Article XII shall, except as otherwise provided in this Agreement, be divided among them in proportion to the Membership Interests held by each. (c) Except as otherwise provided in this Agreement, all items of income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Holders in the same proportions as they share Profits or Losses, as the case may be, for the year. (d) Excess non-recourse liabilities of the Company (as defined in Treasury Regulations Section 1.752-4) shall be allocated among the Holders in accordance with the Holder's Percentage Interests. (e) The Members are aware of the income tax consequences of the allocations made by this Article X XII and hereby agree to be bound by the provisions of this Article X XII in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section 1.752-3(a)(3) of the Regulations, the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital Contributions. (d) To the extent permitted by section 1.704-2(h)(3) of the Regulations, the Board shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes any period in which a state in which the Company is subject to tax imposes an entity level income tax upon the income of determining the character Company, and if the Company is entitled to a credit or deduction in computing that tax for income allocable to one or more (as ordinary income but fewer than all) Holders who are separately subject to the entity level tax, the Holders' respective allocable shares of the Company's Profit or capital gain) of any Profits Loss shall be computed first without taking the Company's tax liability into account, and the Company's tax liability shall then be specially allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable those Holders who are not separately subject to the recapture of depreciation shall, entity level tax for whom no credit or deduction was available to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocatedCompany. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) For purposes of determining the ProfitsProfit, Losses Loss, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)specified period, ProfitsProfit, Losses Loss and any such other item items shall be determined on a daily, monthly or other basis, as determined by the Board basis using any permissible method under section Code §706 of the Code and the Regulations Regs. thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article X VI, and hereby agree to be bound by the provisions of this Article X VI in reporting their shares of Company income and loss for income tax purposes. (c) Solely In allocating Company liabilities for purposes of determining Code §752 and the Regs. promulgated thereunder, the Members acknowledge and agree as follows: (i) Recourse liabilities shall be allocated to the Members in accordance with Regs. §1.752-2. It is acknowledged that the Preferred Member presently bears no “economic risk of loss” for any recourse liability of the Company or its Affiliates within the meaning of Regs. §1.752-2, and that the Preferred Member has no obligation or intention to assume such a risk in the future. Accordingly, unless the Preferred Member determines to assume such a risk, no such recourse liabilities shall be allocated to the Preferred Member’s proportionate . (ii) In regards to the allocation of nonrecourse liabilities of the Company as defined in Regs. §1.752-1(a)(2): (A) Any such liability allocable pursuant to Regs. §1.752-3(a)(1) shall be allocated solely to the Members having a share of the “Company Minimum Gain. It is acknowledged that, at present, the Preferred Member has no share of Company Minimum Gain. (B) A maximum amount of nonrecourse liabilities shall be allocated to Members to whom taxable gain would be allocated under Code §704(c) (or in the same manner as Section 704(c) in connection with a revaluation of Company property) if the Company disposed of property subject to one or more nonrecourse liabilities of the Company in a taxable transaction in full satisfaction of such liabilities and for no other consideration pursuant to Regs. §1.752-3(a)(2), taking into account the method of calculation thereof prescribed in Section 6.6 above. The Members intend that allocations under this Section 6.7(c)(ii)(B) shall be made to each Member in an amount that reflects the ultimate taxable gain that would be recognized by each such Member after taking into consideration any available reductions to such Member’s allocable share of Company gain as a result of existing basis adjustments determined under section 743(b) and the regulations thereunder. For the avoidance of doubt, the Members intend, to the extent consistent with existing law, all nonrecourse liabilities allocated under this Section 6.7(c)(ii)(B) shall be made to the holders of Class A Units and Class B Units. (C) All excess nonrecourse liabilities” liabilities of the Company within the meaning of section Regs. §1.752-3(a)(3) of shall be allocated as follows: 1. First, to the RegulationsMembers in an amount up to the built-in gain that is allocable to the Class A Members and the Class B Members, the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital Contributions. (d) To the extent permitted by consistent with existing law, on §704(c) property or property for which reverse section 1.704-2(h)(3§704(c) of allocation is applicable where such property is subject to the Regulations, the Board shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only nonrecourse liability to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (ebuilt-in gain exceeds the amount described in Section 6.7(c)(ii)(B) Except as otherwise provided above. The Parties agree that, at the time this Agreement is entered into, there was sufficient built-in this Article X, an gain allocable to the Class A Members and Class B Members to support the allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated debt to the Class A Members pursuant to and Class B Members. The Members intend that allocations under this Article X, such portion of Profits that is treated as ordinary income attributable provision will be made solely to the recapture of depreciation shallClass A Members and the Class B Members, to the extent possibleconsistent with existent law, in a manner similar to that described in Section 6.7(c)(ii)(B), and 2. Second, any remaining excess nonrecourse liabilities shall be allocated among solely to the Class A Members and Class B Members in the manner in which Profit is allocable to such Members pursuant to Section 6.3(b), to the extent such allocation is consistent with existing law. The Members intend that this allocation of remaining excess nonrecourse liabilities reflects the manner in which a significant item of Company income or gain is allocated, as contemplated in Regs. §1.752-3(a)(3). (iii) The foregoing is intended to effectuate the agreement of the Members that no nonrecourse liabilities will be allocated to the Preferred Member for purposes of §752 of the Code. If statutory or regulatory changes following the execution hereof require such an allocation under the terms of this Agreement, then the Members shall adopt such amendments hereto as may be proposed by the Preferred Member which are reasonably designed to further such intent and which will not substantially alter the interests of the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocatedFree-Cash Flow or Liquidation Event Proceeds. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) For (i) Subject to Section 5.7(a)(ii), for purposes of determining the Profits, Losses Losses, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses Losses, and any such other item shall items will be determined on a daily, monthly monthly, or other basis, as determined by the Board Managing Member using any permissible method under section Code Section 706 of the Code and the Regulations thereunder; provided that in the case of a Transfer of Units or other equity interests in the LLC, the Managing Member shall, upon request of the Transferor or Transferee, promptly notify the Transferor and Transferee of the method that it will use to allocate Tax items for the Taxable Year of the Transfer between the Transferor and Transferee, and unless the next sentence applies shall use such method to effect such allocation. If the Transferor and Transferee desire to use a method that differs from such method, and the desired method is permitted by the Code as determined by the Managing Member in its reasonable discretion, the Managing Member shall use such other method, but only if (i) the Transferor and Transferee submit a written request to the Managing Member indicating the method they desire to use within ten days after the applicable Transfer, (ii) the Transferor and Transferee agree in a manner reasonably satisfactory to the Managing Member to reimburse the LLC for the reasonable incremental costs, if any, incurred in applying such method and (iii) such other method does not adversely affect the other Members any more than the method initially selected by the Managing Member. (ii) For purposes of determining Profits, Losses, or any other items allocable to Class B Common Units exchanged pursuant to Section 7.9 (including pursuant to a Holding Company Exchange), the Managing Member shall, in accordance with Regulations Section 1.706-1(c)(2), allocate such items using an interim closing of the LLC’s books as of the date of such exchange. (b) The Members are aware of the income tax consequences of the allocations made by this Article X and hereby agree to be bound by the provisions of this Article X in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section 1.752-3(a)(3) of the Regulations, the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital Contributions. (d) To the extent permitted by section 1.704-2(h)(3) of the Regulations, the Board shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article XAgreement, an allocation all items of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of LLC income, gain, loss loss, deduction, and deduction taken into account any other allocations not otherwise provided for will be divided among the Members in computing such the same proportions as they share Profits or Losses, as the case may be, for the Taxable Year. (fc) For purposes of determining the character Members’ shares of “nonrecourse liabilities” (as ordinary income or capital gainthat term is defined in Regulations Section 1.752-1(a)(2)), any “excess nonrecourse liabilities” (as that term is defined in Regulations Section 1.752-3(a)(3)) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, will be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocatedaccordance with their Percentage Interests. (gd) Except for arrangements expressly For U.S. federal income tax purposes, the Clearwire Pre-Closing Indebtedness and the Sprint Pre-Closing Financing are treated as having been assumed by the LLC pursuant to the Transaction Agreement. The LLC’s assumption of liabilities of Clearwire and Sprint in connection with their initial Capital Contributions described in this Agreement Section 5.1 will be treated by the LLC as the assumption of “qualified liabilities” under Regulations Section 1.707-5(a)(6)(i)(D) except as otherwise required by Law in respect of any indebtedness issued by Clearwire prior to the Closing in accordance with Sections 10.1(b)(iv)(F) or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b10.1(b)(iv)(H) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Transaction Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses Losses, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)taxable period, Profits, Losses Losses, and any such other item items shall be determined on a daily, monthly monthly, or other basis, as determined by the Board using any permissible method under section Code Section 706 of the Code and the Regulations thereunder. [***] denotes language for which American Medical Alert Corp. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. (b) Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Members in the same proportions as they share Profits or Losses, as the case may be, for the Fiscal Year or other taxable period. (c) To the extent a taxing authority successfully asserts that any deduction claimed by a Member in such Member's capacity as other than a Member of the Company is properly allowed to the Company (and not to the Member in its capacity as other than a Member), then the Member shall be treated as having made a Capital Contribution in the amount of such deduction, and shall be specially allocated such deduction in such amount. (d) The Members are aware of the income tax consequences of the allocations made by this Article X III of the Agreement and hereby agree to be bound by the such provisions of this Article X in reporting their shares of Company income and loss for income tax purposes. (ce) Solely for purposes purpose of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section Regulation Section 1.752-3(a)(3) of ), each Member’s interest in the Regulations, the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital ContributionsCompany’s profits shall be such Member’s Percentage Interest. (df) To the extent permitted by section Regulation Section 1.704-2(h)(3) of the Regulations), the Board shall endeavor to treat Distributions distributions as having been made from the proceeds of a Nonrecourse Liability nonrecourse liability or a Partner Nonrecourse Debt partner nonrecourse debt only to the extent that such Distributions distributions would not cause or increase a deficit in an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (ai) The allocation provisions set forth in this Section 5.3 and other provisions of this Agreement relating to maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Regulations. (ii) For purposes of determining the ProfitsNet Income, Losses Net Loss or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, ProfitsNet Income, Losses Net Loss and any such other item items shall be determined on a daily, monthly or other basis, as determined by the Board Tax Matters Member using any permissible method under section Section 706 of the Code and the Regulations thereunder. (biii) If the Percentage Interest of any one or more Members changes during the Fiscal Year, all items of Company income, loss, deduction and credit shall be allocated among the Members for such Fiscal Year in a reasonable manner, as determined by the Manager, that takes into account the varying Percentage Interests of the Members in the Company during such Fiscal year in accordance with Section 706 of the Code. (iv) The Members are aware of the income tax consequences of the allocations made by this Article X hereby and hereby agree to be bound by the provisions of this Article X Agreement in reporting their shares of Company income and loss for income tax purposes. (cv) Solely The Manager shall determine, in its reasonable discretion, the methodology for purposes determining the allocation of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company (within the meaning of section Regulations Section 1.752-3(a)(3)) among the Members and the methodology for allocating “nonrecourse liabilities” among assets of the RegulationsCompany for purposes of Regulations Section 1.752-3(b); provided, however, that in exercising its discretion, the Members’ interests in Company Profits are in proportion Manager shall seek to their respective outstanding unreturned Capital Contributions. (d) To the extent permitted by section 1.704-2(h)(3) of the Regulations, the Board shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shallminimize, to the extent possible, be allocated among the Members in the proportion which (iA) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This any Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b731(a) of the RegulationsCode gains recognized by a Member due to deemed distributions under Section 752(b) bearing the economic risk of loss (within the meaning of section 1.752-2 of the RegulationsCode, and (B) with respect any limitation on the allowance of Company losses under Section 704(d) of the Code due to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted having insufficient basis in its Units to guarantee the repayment claim its distributive share of any Company indebtedness under this Agreement, each losses of the other Members Company. Consistent with the foregoing, if a Member transfers less than all of its Units, the Manager shall be afforded use its discretion in determining methodologies for the opportunity year of the transfer so that, to guarantee the greatest extent reasonably possible, (X) the transferring Member’s share of Company liabilities under Section 752 of the Code immediately after such transfer, divided by such Member’s pro rata share of Company liabilities under Section 752 of the Code immediately prior to such indebtednesstransfer, equals (Y) the proportion of the transferring Member’s Capital Account immediately prior to such transfer (determined in accordance with as if the Members’ respective outstanding unreturned Capital ContributionsAccounts were revalued pursuant to Regulations Section 1.704-1(b)(2)(iv)(f) immediately prior to such transfer) that is attributable to the Units retained by the transferring Member.

Other Allocation Rules. (a) For purposes of determining the Net Profits, Net Losses or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Net Profits, Net Losses and any such other item items shall be determined on a daily, monthly monthly, or other basis, as determined by the Board General Partners using any permissible method under section Section 706 of the Code and the Regulations thereunder. (b) In the event that the Partnership acquires a direct or indirect interest in another partnership by way of contribution or owns a direct or indirect interest in any other partnership at the time the Book Value of Partnership property is adjusted pursuant to Section 1.2(a) of Exhibit A, the allocation of the Partnership's distributive share of income, gain, loss, or deduction of any such subsidiary partnership shall be made for purposes of this Partnership Agreement as if the subsidiary partnership's assets were owned directly by the Partnership and the Book Value of such assets were adjusted (i) in accordance with Section 1.2(a) of Exhibit A when the interest in any such subsidiary partnership is acquired by the Partnership, or (ii) in accordance with Section 1.2(b) of Exhibit A at the time the Book Value of Partnership property is adjusted pursuant thereto. (c) To the extent that any allocation of income or gain made pursuant to this Partnership Agreement includes the allocation of an item of income or gain that is recaptured as ordinary income under Code Sections 1245 or 1250, such ordinary income shall, to the extent possible without affecting the amount of overall income or loss allocated to any Partner, be allocated to the Partners who received the allocation of the depreciation or cost recovery deductions that generated the ordinary income recapture in proportion to their shares of such deductions, and the remaining items of income or gain will be allocated to the other Partners. (d) Except as otherwise provided in this Partnership Agreement, all items of Partnership income, gain, loss, deduction and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Net Profits or Net Losses, as the case may be, for the year. (e) Certain of the allocations set forth in this Exhibit E (the "Regulatory Allocations") are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2. To the extent the Regulatory Allocations are inconsistent with the manner in which the Partners intend to divide distributions, the General Partners are authorized to divide other allocations of Net Profits, Net Losses, Gain From Sale, Loss From Sale and other items among the Partners in any reasonable manner so as to prevent the Regulatory Allocations from distorting the manner in which Partnership distributions would be divided among the Partners but for application of the Regulatory Allocations. (f) Consistent with the allocation of nonrecourse deductions attributable to property financed with nonrecourse debt, the Nonrecourse Liabilities of the Partnership initially shall be allocated to Bal-Penn and Oriole, pro rata. --- ---- Following the transaction set forth in Section 3.1(b)(ii) of the Partnership Agreement, the Nonrecourse Liabilities of the Partnership shall be allocated to the Original Limited Partners and TC-Oriole, pro rata, in proportion to their --- ---- Percentage Interests. Following the transaction set forth in Section 3.1(b)(iv) of the Partnership Agreement, the Nonrecourse Liabilities of the Partnership shall be allocated as follows: (1) The Members first $232,000,000 of Nonrecourse Liabilities to which the Properties are subject (such amount of liabilities being referred to as the "Current Debt") shall be allocated: (i) first, to the Original Limited Partners, pro rata, in --- ---- proportion to their Original Interests, in an amount equal to the product of 85% of the Current Debt multiplied by Original Limited Partners' Special Allocation Fraction; (ii) second, if the amount of the Nonrecourse Liabilities to which the Properties are subject is less than $232,000,000, to the Original Limited Partners, pro rata, in proportion to their --- ---- Original Interests, to the extent necessary to make the total amount of the Nonrecourse Liabilities to which the Properties are subject allocated to the Limited Partners equal to product of $197,200,000 and the Original Limited Partners' Special Allocation Fraction; and (iii) third, the balance, if any, to TCT. (2) Nonrecourse Liabilities in excess of the Current Debt shall be allocated to the Partners, pro rata, in proportion to their --- ---- Percentage Interests. (g) The Partners are aware of the income tax consequences of the allocations made by the Partnership Agreement and this Article X Exhibit and hereby agree to be bound by the provisions of this Article X thereof and hereof in reporting their shares of Company Partnership income and loss for income tax purposes. (ch) Solely for purposes The provisions of determining a Member’s proportionate share this Exhibit E and the other provisions of the “excess nonrecourse liabilities” of Partnership Agreement are intended to comply with the Company within the meaning of section 1.752-3(a)(3) of the Regulations, the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital Contributions. (d) To the extent permitted by section 1.704-2(h)(3) of the Regulations, the Board shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member Regulations under Code Section 752 and shall be treated as an allocation interpreted and applied in a manner consistent with such Regulations. In the event that the General Partners shall determine that it is prudent to such Member modify the manner of the same share of each item allocating Net Profits, Net Losses, Gain from Sale, Loss From Sale or any items of income, gain, loss and or deduction taken into account in computing order to comply with such Profits Regulations, the General Partners may make such modification, with the Consent of the Limited Partners, provided that such modification does not have a material effect on the amounts distributable to a partner or Losses. (f) For purposes on the special allocations of determining the character (as ordinary income Nonrecourse Liabilities, Depreciation or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described interest set forth in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.Exhibit E.

Other Allocation Rules. (a) Except as otherwise provided in this Agreement, items of income, gain, loss, deduction and credit shall be allocated among the Members for income tax purposes in a manner consistent with the allocations made for “book purposes” under Section 4 and this Section 9. Specifically, items of taxable income or loss corresponding to items which have been specially allocated pursuant to Section 9.1 shall be allocated for tax purposes in the same manner as those items are allocated for book purposes. Taxable income or loss for any Accounting Period which is not allocated pursuant to the preceding sentence and which is not otherwise allocated pursuant to Section 4 or this Section 9 shall be allocated among the Members for tax purposes in the same proportion that Profit or Loss has been allocated for that Accounting Period under Section 4. (b) For purposes of determining the Profits, Losses or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)Accounting Period, Profits, Losses and any such other item items shall be determined on a daily, monthly or other basis, as determined by the Board Manager using any permissible method under section Code Section 706 of the Code and the Regulations thereunder. (bc) The Except as otherwise provided in this Agreement, all items of income, gain, loss, deduction and any other allocations not otherwise provided for shall be divided among the Members are aware of in the income tax consequences of same proportions as they share Profits or Losses, as the allocations made by this Article X and hereby agree to be bound by case may be, for the provisions of this Article X in reporting their shares of Company income and loss for income tax purposesapplicable Accounting Period. (cd) Notwithstanding the other provisions of Section 4 or this Section 9, the Manager is authorized to make any adjustment in the allocation of Profits or Losses provided for in such Sections if the Manager considers in good faith that the adjustment is necessary and equitable to correct errors in allocations caused by errors in unaudited financial information or to correct inequities which may arise under this Agreement, including those which may result from there being multiple Accounting Periods during a single Fiscal Year or during the term of this Agreement rather than a single Accounting Period. (e) Solely for purposes of determining a each Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section Company, as such term is defined in Regulations Section 1.752-3(a)(3) of ), each Member’s Membership Interest in Profits for any Accounting Period shall be that Member’s Membership Interest in the Regulations, the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital Contributionsfor that Accounting Period. (df) To the extent permitted by section Section 1.704-2(h)(3) of the Regulations, the Board Company shall endeavor to treat Distributions distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Nonrecourse Debt only to the extent that such Distributions distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (eg) Except To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Section 1. 704-1(b)(2)(iv)(m)(2) or (4), to be taken into account in determining Capital Accounts as otherwise provided in this Article X, an allocation a result of Company Profits or Losses a distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts of the Members shall be treated as an allocation to such Member item of gain (if the adjustment increases the basis of the same share asset) or loss (if the adjustment decreases the basis of each item of income, gain, the asset) and such gain or loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits shall be specially allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined members in accordance with their interests in the Members’ respective outstanding unreturned Capital ContributionsCompany in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Other Allocation Rules. Profits, Losses and any other items of ---------------------- income, gain, loss or deduction shall be allocated to the Members pursuant to this Article III as of the last day of ----------- each Fiscal Year; provided, that Profits, Losses and such other items shall also -------- be allocated at such times as the Gross Asset Values of the Property are adjusted pursuant to subparagraph (ii) of the definition of "Gross Asset Value" in Section 13.1. ------------ (a) For purposes of determining the Profits, Losses Losses, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses Losses, and any such other item items shall be determined on a daily, monthly monthly, or other basis, as determined by the Board using any permissible method under section Code Section 706 of the Code and the Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article X III and hereby agree to be bound by the ----------- provisions of this Article X III in reporting their shares of Company LLC income and loss ----------- for income tax purposes, except to the extent otherwise required by law. (c) Solely for purposes of determining a Member’s 's proportionate share of the “"excess nonrecourse liabilities” " of the Company LLC within the meaning of section Regulations Section 1.752-3(a)(3) of the Regulations), the Members’ ' interests in Company Profits are in proportion to their respective outstanding unreturned Capital ContributionsLLC profits shall be the relative number of Units by each Member. (d) To the extent permitted by section Section 1.704-2(h)(3) of the Regulations, the Board shall endeavor to treat Distributions distributions of Available Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Nonrecourse Debt only to the extent that such Distributions distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) The allocation provisions set forth in this Article IX are intended to comply with Regulations Section 1. 704-1(b) and shall be interpreted and applied in a manner consistent with such Regulations (including the "minimum gain chargeback" provisions set forth in Regulations Sections 1.704-2(f) and 1.704-2(i)(4)). (b) For purposes of determining the Profits, Losses Losses, or any other item allocable to any period (including allocations to take into account any changes in any Member's Sharing Ratio during a Fiscal Year and any transfer of any interest in the Company), Profits, Losses Losses, and any such other item shall will be determined on a daily, monthly monthly, or other basis, as determined by the Board Managers using any permissible method under section Section 706 of the Code and the Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article X and hereby agree to be bound by the provisions of this Article X in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section 1.752-3(a)(3) of the Regulations, the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital Contributions. (d) To the extent permitted by section 1.704-2(h)(3) of the Regulations, the Board shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article XIX, an allocation of Company Profits or Losses to a Member shall will be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (fd) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article XIX, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shalldepreciation, to the extent possible, will be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f9.5(d) shall will not alter the amount of allocations among the Members pursuant to this Article XIX, but merely the character of income so allocated. (ge) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate The allocation of that Member to enter into) any arrangement with respect Profits and Losses to any liability Member will appropriately reflect adjustments required as a result of any Section 754 election filed on behalf of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital ContributionsCompany.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses Losses, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses Losses, and any such other item items shall be determined on a daily, monthly monthly, or other basis, as determined by the Board of Managers using any permissible method under section Code Section 706 of the Code and the Regulations thereunder. (b) Profits, Losses, and any other items of income, gain, loss, or deduction shall be allocated to the Members pursuant to this Article III as of the last day of each Allocation Year; provided, that Profits, Losses, and such other items shall also be allocated at such times as the Gross Asset Values of Property are adjusted pursuant to subparagraph (ii) of the definition of “Gross Asset Value” set forth in Section 1.10 hereof, as if each such time were the last day of an Allocation Year. (c) If the interest of a Member in the Company is changed during an Allocation Year for any reason other than the transfer of all or a portion of such interest, then such Member’s share of each item of Company income, gain, loss, deduction, or credit shall be determined for federal income tax purposes by taking into account such Member’s varying interests during such Allocation Year using any convention or method permitted by the Code or the Regulations. (d) The Members are aware of the income tax consequences of the allocations made by this Article X III and hereby agree to be bound by the provisions of this Article X III in reporting their shares of Company income and loss for income tax purposes. (ce) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section Regulations Section 1.752-3(a)(3) of the Regulations), the Members’ interests in Company Profits profits are in proportion to their respective outstanding unreturned Capital Contributions. (d) To the extent permitted number of Shares held by section 1.704-2(h)(3) of the Regulations, the Board shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any each Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining In the character (event that the Company has taxable income that is characterized as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to under the recapture provisions of depreciation shallthe Code, each Member’s distributive share of taxable gain or loss from the sale of Company assets shall (to the extent possible, be allocated among the Members in the proportion which (i) the amount include a proportionate share of this recapture income equal to such Member’s share of prior cumulative depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement deductions with respect to any liability of the Company assets that would result in such Member (or a person related gave rise to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributionsrecapture income.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses Losses, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses Losses, and any such other item items shall be determined on a daily, monthly monthly, or other basis, as determined by the Board Manager using any permissible method under section Code Section 706 of the Code and the Regulations thereunder. (b) In making any allocation among the Member of income or gain from the sale or other disposition of Company Property, the ordinary income portion, if any, of the income and gain resulting from the recapture of cost recovery or other deductions shall be allocated among those Member who were previously allocated (or whose predecessors-in-interest were previously allocated) the cost recovery deductions or other deductions resulting in the recapture items, in proportion to the amount of the cost recovery deductions or other deductions previously allocated to them. (c) All allocations to the Member shall, except as otherwise provided, be divided among them in proportion to their Allocation Percentages. (d) The Members Member are aware of the income tax consequences of the allocations made by this Article X VII. and hereby agree to be bound by the provisions of this Article X VII. in reporting their shares of Company income and loss for income tax purposes. (ce) Solely for purposes of determining a Member’s 's proportionate share of the “"excess nonrecourse liabilities” " of the Company within the meaning of section 1.752Regulations Section 1.7S2-3(a)(3) of the Regulations), the Members’ Member' interests in Company Profits are in proportion to their respective outstanding unreturned Capital Contributionsbased on Allocation Percentages. (df) To the extent permitted by section Section 1.704-2(h)(3) of the Regulations, the Board Manager shall endeavor to treat Distributions distributions of Net Cash From Operations or Net Cash From Sales or Refinancings as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Nonrecourse Debt only to the extent that such Distributions the distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) For purposes Except as otherwise provided in this Agreement, all items of determining the ProfitsCompany income, Losses or gain, loss, deduction, and any other item allocable to any period (including allocations to take into account any transfer of any interest not otherwise provided for shall be divided among the Members in the Company), Profits, same proportions as such Members share Profits or Losses and any such other item shall be determined on a daily, monthly or other basis, as determined by pursuant to Sections 6.1 for the Board using any permissible method under section 706 of the Code and the Regulations thereunderfiscal year. (b) The Members are aware of the income tax consequences of the allocations made by this Article X VI and hereby agree to be bound by the provisions of this Article X VI in reporting their shares share of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Regulations section 1.752-3(a)(3) of the Regulations1.752 -3(a)(3), the Members’ interests in Company Profits profits are in proportion the same proportions as they share Profits pursuant to their respective outstanding unreturned Capital ContributionsSection 6.1 for the fiscal year. (d) To the extent permitted by section 1.704-2(h)(3sections 1.704 -2(h) and 1.704 -2(i)(6) of the Regulations, the Board of Managers shall endeavor to treat Distributions distributions of Available Cash as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Loan Nonrecourse Debt Debt, only to the extent that such Distributions distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article XNotwithstanding anything to the contrary contained herein, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item items of income, gain, loss and deduction with respect to property, other than cash, contributed to the Company by a Member shall be allocated among the Members so as to take into account the variation between the basis of the property to the Company and its fair market value at the time of contribution as provided in Section 704(c) of the Code and Treasury Regulations section 1.704 -1(b)(2)(iv)(g). In the event the Gross Asset Value of any Company property is adjusted in accordance with the definition thereof in Article I hereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for Federal income tax purposes and its Gross Asset Value in the same manner as under Code section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Board of Managers in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 6.4(e) are solely for purposes of Federal, state, and local taxes and shall not affect, or in any way be taken into account in computing such Profits computing, any Member’s Capital Account or share of Profits, Losses, or other items or distributions pursuant to any provision of this Agreement. (f) For purposes As long as consistent with the other provisions of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shallVI, to the extent possiblethat gain from the disposition of any Company property is, for Federal income tax purposes, taxable as ordinary income by reason of recapture of depreciation or cost recovery deductions taken with respect to such property, such depreciation recapture shall be allocated among the Members in proportion to the proportion which (i) the amount of depreciation or cost recovery deductions previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) them with respect to such liability unless property; provided, however, that in the event the depreciation recapture is less than the aggregate amount of depreciation or cost recovery deductions giving rise to the depreciation recapture allocated among such arrangement has Members with respect to such property, the depreciation recapture will be allocated among such Members based on the order in time the Members have been approved by the Board. To the extent a Member is permitted allocated such deductions with respect to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributionsproperty.

Other Allocation Rules. <PAGE> (a) The allocation provisions set forth in this Article IX are intended to comply with Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Regulations (including the "minimum gain chargeback" provisions set forth in Regulations Sections 1.704-2(f) and 1. 704-2(i)(4)). (b) For purposes of determining the Profits, Losses Losses, or any other item allocable to any period (including allocations to take into account any changes in any Member's Sharing Ratio during a Fiscal Year and any transfer of any interest in the Company), Profits, Losses Losses, and any such other item shall will be determined on a daily, monthly monthly, or other basis, as determined by the Board Managers using any permissible method under section Section 706 of the Code and the Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article X and hereby agree to be bound by the provisions of this Article X in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section 1.752-3(a)(3) of the Regulations, the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital Contributions. (d) To the extent permitted by section 1.704-2(h)(3) of the Regulations, the Board shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article XIX, an allocation of Company Profits or Losses to a Member shall will be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (fd) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article XIX, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shalldepreciation, to the extent possible, will be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f9.5(d) shall will not alter the amount of allocations among the Members pursuant to this Article XIX, but merely the character of income so allocated.of (ge) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate The allocation of that Member to enter into) any arrangement with respect Profits and Losses to any liability Member will appropriately reflect adjustments required as a result of any Section 754 election filed on behalf of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital ContributionsCompany.

Other Allocation Rules. (a) For purposes Except as otherwise provided in this Agreement, all items of determining the ProfitsCompany income, Losses or gain, loss, deduction, and any other item allocable to any period (including allocations to take into account any transfer of any interest not otherwise provided for shall be divided among the Members in the Company), Profits, same proportions as such Members share Profits or Losses and any such other item shall be determined on a daily, monthly or other basis, as determined by pursuant to Sections 6.1 for the Board using any permissible method under section 706 of the Code and the Regulations thereunderfiscal year. (b) The Members are aware of the income tax consequences of the allocations made by this Article X VI and hereby agree to be bound by the provisions of this Article X VI in reporting their shares share of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Regulations section 1.752-1.752- 3(a)(3) of the Regulations), the Members’ interests in Company Profits profits are in proportion the same proportions as they share Profits pursuant to their respective outstanding unreturned Capital ContributionsSection 6.1 for the fiscal year. (d) To the extent permitted by section sections 1.704-2(h)(32(h) and 1.704-2(i)(6) of the Regulations, the Board of Managers shall endeavor to treat Distributions distributions of Available Cash as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Loan Nonrecourse Debt Debt, only to the extent that such Distributions distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article XNotwithstanding anything to the contrary contained herein, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item items of income, gain, loss and deduction with respect to property, other than cash, contributed to the Company by a Member shall be allocated among the Members so as to take into account the variation between the basis of the property to the Company and its fair market value at the time of contribution as provided in Section 704(c) of the Code and Treasury Regulations section 1.704-1(b)(2)(iv)(g). In the event the Gross Asset Value of any Company property is adjusted in accordance with the definition thereof in Article I hereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for Federal income tax purposes and its Gross Asset Value in the same manner as under Code section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Board of Managers in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 6.4(e) are solely for purposes of Federal, state, and local taxes and shall not affect, or in any way be taken into account in computing such Profits computing, any Member’s Capital Account or share of Profits, Losses, or other items or distributions pursuant to any provision of this Agreement. (f) For purposes As long as consistent with the other provisions of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shallVI, to the extent possiblethat gain from the disposition of any Company property is, for Federal income tax purposes, taxable as ordinary income by reason of recapture of depreciation or cost recovery deductions taken with respect to such property, such depreciation recapture shall be allocated among the Members in proportion to the proportion which (i) the amount of depreciation or cost recovery deductions previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) them with respect to such liability unless property; provided, however, that in the event the depreciation recapture is less than the aggregate amount of depreciation or cost recovery deductions giving rise to the depreciation recapture allocated among such arrangement has Members with respect to such property, the depreciation recapture will be allocated among such Members based on the order in time the Members have been approved by the Board. To the extent a Member is permitted allocated such deductions with respect to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributionsproperty.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses Losses, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses Losses, and any such other item items shall be determined on a daily, monthly monthly, quarterly or other basis, as determined by the Board Manager using any permissible method under section Code Section 706 of the Code and the Regulations thereunder. (b) In making any allocation among the Members of income or gain from the sale or other disposition of Company Property, the ordinary income portion, if any, of such income and gain resulting from the recapture of cost recovery or other deductions shall be allocated among those Members who were previously allocated (or whose predecessors-in-interest were previously allocated) the cost recovery deductions or other deductions resulting in the recapture items, in proportion to the amount of such cost recovery deductions or other deductions previously allocated to them. (c) The Members are aware of the income tax consequences of the allocations made by this Article X ARTICLE 6 and hereby agree to be bound by the provisions of this Article X ARTICLE 6 in reporting their shares of Company income and loss for income tax purposes. (cd) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section Regulations Section 1.752-3(a)(3) of the Regulations), the Members’ interests in Company Profits are in proportion equal to their respective outstanding unreturned Capital ContributionsPercentage Interests. (de) To the extent permitted by section Section 1.704-2(h)(3) of the Regulations, the Board Managers shall endeavor to treat Distributions distributions of Net Cash From Operations or Net Cash From Sales or Refinancings as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Nonrecourse Debt only to the extent that such Distributions distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (ai) In the case of any Accrued Preferred Return for a Capital Contribution by Higher Perpetual that has become equal to $0 pursuant to the last sentence of Section 4.08, notwithstanding anything to the contrary in Sections 5.02(a) and 5.02(b), items of deduction shall be allocated to Higher Perpetual in an amount equal to such Accrued Preferred Return until the amount of deductions allocated pursuant to this Section 5.02(f)(i) equals the excess of (A) the amount of Profits previously allocated to Higher Perpetual pursuant to Section 5.02(a)(vii) with respect to such Accrued Preferred Return over (B) the amount of Distributable Cash previously distributed to Higher Perpetual pursuant to Section 5.01(g) with respect to such Accrued Preferred Return. (ii) For purposes of determining the Profitsincome or losses, Losses or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profitsincome, Losses losses, and any such other item items shall be determined on a daily, monthly monthly, or other basis, as determined by the Board Management Committee using any permissible method under section Code Section 706 of the Code and the Treasury Regulations thereunder. (biii) The Members are aware of the income tax consequences of the allocations made by this Article X Section 5.02 and hereby agree to be bound by the provisions of this Article X Section 5.02 in reporting their shares of Company income income, gain, loss, deduction and loss credit for income tax purposes. (civ) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section Treasury Regulation Section 1.752-3(a)(3) of ), a Member’s interest in the Regulations, the Members’ interests Company profits is in Company Profits are in proportion to their respective outstanding unreturned Capital Contributionsaccordance with its proportionate allocation under Section 5.02(a). (dv) To the extent permitted by section Treasury Regulation Section 1.704-2(h)(3) of the Regulations), the Board Management Committee shall endeavor to treat Distributions distributions of Distributable Cash as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Nonrecourse Debt only to the extent that such Distributions distributions would not cause or increase an a deficit in the balance of a Member’s Adjusted Capital Account Deficit for any MemberAccount. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses Losses, or any other item allocable to any period (including allocations to take into account any changes in any Member's Sharing Ratio during a Fiscal Year and any transfer of any interest in the Company), Profits, Losses Losses, and any such other item shall be determined on a daily, monthly monthly, or other basis, as determined by the Board Managing Member using any permissible method under section Section 706 of the Code and the Tax Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article X IX and hereby agree to be bound by the provisions of this Article X IX in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s 's proportionate share of the “"excess nonrecourse liabilities” " of the Company Partnership within the meaning of section 1.752Section l .752-3(a)(3) of the ofthe Tax Regulations, the Members’ ' interests in Company Profits profits are in proportion to their respective outstanding unreturned Capital ContributionsSharing Ratios. (d) To the extent permitted by section 1.704Section l.704-2(h)(3) of the Tax Regulations, the Board Managing Member shall endeavor to treat Distributions distributions of Net Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions distributions would not cause or increase an Adjusted Capital Account Deficit for any MemberPartner. (e) Except as otherwise provided in this Article XIX, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of incomeofincome, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article XIX, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.previously

Other Allocation Rules. (a) For purposes In the event Members are admitted to the Company pursuant to this Agreement on different dates, Company items of determining income, gain, loss, deduction and credit allocated to the Profits, Losses or any other item allocable Members for each Company taxable year during which Members are so admitted shall be allocated among the Members in proportion to any period (including allocations to take into account any transfer of any interest their respective interests in the Company), Profits, Losses Company during such Company taxable year using any convention permitted by Code Section 706 and any such other item shall be determined on a daily, monthly or other basis, as determined selected by the Board using any permissible method under section 706 of the Code and the Regulations thereunderMembers. (b) The Members are aware In the event a Member transfers its Interest during a Company taxable year, the allocation of the income tax consequences Company items of the allocations income, gain, loss, deduction and credit allocated to such Member and its transferee for such Company taxable year shall be made between such Member and its transferee in accordance with Code Section 706 using any convention permitted by this Article X Code Section 706 and hereby agree to be bound selected by the provisions of this Article X in reporting their shares of Company income and loss for income tax purposesMembers. (c) Solely for For purposes of determining a Member’s proportionate share of Regulations Section 1.752-3(a)(3), the “excess nonrecourse liabilities” Members agree that Nonrecourse Liabilities of the Company within in excess of the meaning amount of section Member-Related Nonrecourse Debt Minimum Gain, shall be allocated in each Company taxable year (i) to the extent of the total amount of built-in gain (as defined in Regulations Section 1.752-3(a)(33(a)(2), taking into account how the Members would share taxable gain if the Company, in a taxable transaction, disposed of all of its property in full satisfaction of its Nonrecourse Liabilities and for no other consideration, and (ii) to the extent of any remaining Nonrecourse Liabilities, in accordance with how the Regulations, Members reasonably expect that the deductions attributable to such remaining Nonrecourse Liabilities will be allocated among the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital Contributions. (d) To the extent permitted by section Regulations Sections 1.704-2(h)(3) of the Regulationsand 1.704- 2(i)(6), the Board Members shall endeavor to treat Distributions distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Member-Related Nonrecourse Debt only to the extent that such Distributions distribution would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (ai) For purposes Net Income, Net Loss and any other items of determining income, gain, loss or deduction shall be allocated to the ProfitsMembers pursuant to this Section 14 as of the last day of each Allocation Period. (ii) In any cases in which it is necessary to determine the Net Income, Losses Net Loss or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)within an Allocation Period, Profits, Losses Net Income and Net Loss and any such other item items shall be determined on a daily, monthly monthly, or other basis, as determined by the Board Manager using any permissible method under section Code Section 706 of the Code and the Regulations Treasury Regulation thereunder. (biii) The Members are aware of the income tax consequences of the allocations made by this Article X and hereby agree to be bound by the provisions of this Article X Section 14 in reporting their shares of Company income and loss for income tax purposes, except to the extent otherwise required by law. (civ) Solely for purposes of determining a each Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section Treasury Regulation Section 1.752-3(a)(3) of the Regulations), the Members’ interests manner in Company Profits are in proportion to their respective outstanding unreturned Capital Contributions. (d) To which the extent permitted by section 1.704-2(h)(3) of the Regulations, the Board shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit Members share excess nonrecourse liabilities for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member taxable year shall be treated as an allocation to such Member of determined by the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of Manager using any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This permissible method provided under Treasury Regulation Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of 3(a)(3); provided that unless otherwise determined by the Regulations) bearing the economic risk of loss Manager, excess nonrecourse liabilities (within the meaning of section Treasury Regulation Section 1.752-2 3(a)(3)) shall be allocated under the allocation method that (1) will, to the maximum extent possible, result in no Member recognizing taxable gain (or will minimize the taxable gain recognized) under Code Section 731 or otherwise as a result of any actual or deemed distribution to a Member, while (2) maximizing any Code Section 734(b) positive basis adjustment (or minimizing any Code Section 734(b) negative basis adjustment) resulting from any such actual distribution of property (the Regulations) with respect “Preferred Excess Nonrecourse Liability Allocation Method”). For purposes hereof, the Preferred Excess Nonrecourse Liability Allocation Method may be any method or combination of methods permitted by Treasury Regulation Section 1.752-3(a)(3), including the “additional method” of Treasury Regulation Section 1.752-3(a)(3), which allows excess nonrecourse liabilities to be allocated to a partner based on the amount of built-in gain that is allocable to such partner on Code Section 704(c) property (as defined in Treasury Regulation Section 1.704-3(a)(3)(ii)) or property for which reverse Code Section 704(c) allocations are applicable (as described in Treasury Regulation Section 1.704-3(a)(6)(i)) that is subject to a nonrecourse liability unless such arrangement has been approved by the Board. To to the extent a Member is permitted to guarantee such built-in gain exceeds the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined gain described in accordance with the Members’ respective outstanding unreturned Capital ContributionsTreasury Regulation Section 1.752-3(a)(2).

Other Allocation Rules. (ai) In the case of any Accrued Preferred Return for a Capital Contribution by Higher Perpetual that has become equal to $0 pursuant to the last sentence of Section 4.08, notwithstanding anything to the contrary in Sections 5.03(a) and 5.03(b), items of deduction shall be allocated to Higher Perpetual in an amount equal to such Accrued Preferred Return until the amount of deductions allocated pursuant to this Section 5.03(f)(i) equals the excess of (A) the amount of Profits previously allocated to Higher Perpetual pursuant to Section 5.03(a)(vii) with respect to such Accrued Preferred Return over (B) the amount of Distributable Cash previously distributed to Higher Perpetual pursuant to Section 5.01(g) with respect to such Accrued Preferred Return. (ii) For purposes of determining the Profitsincome or losses, Losses or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profitsincome, Losses losses, and any such other item items shall be determined on a daily, monthly monthly, or other basis, as determined by the Board Management Committee using any permissible method under section Code Section 706 of the Code and the Treasury Regulations thereunder. (biii) The Members are aware of the income tax consequences of the allocations made by this Article X Section 5.03 and hereby agree to be bound by the provisions of this Article X Section 5.03 in reporting their shares of Company income income, gain, loss, deduction and loss credit for income tax purposes. (civ) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section Treasury Regulation Section 1.752-3(a)(3) of ), a Member’s interest in the Regulations, the Members’ interests Company profits is in Company Profits are in proportion to their respective outstanding unreturned Capital Contributions. (d) accordance with its proportionate allocation under Section 5.03(a). To the extent permitted by section Treasury Regulation Section 1.704-2(h)(3) of the Regulations), the Board Management Committee shall endeavor to treat Distributions distributions of Distributable Cash as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Nonrecourse Debt only to the extent that such Distributions distributions would not cause or increase an a deficit in the balance of a Member’s Adjusted Capital Account Deficit for any MemberAccount. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) For If any fees or other payments deducted for federal income tax purposes by the Company are recharacterized by a final determination of determining the Profits, Losses or any other item allocable Internal Revenue Service as nondeductible distributions to any period (including allocations to take into account any transfer Member, then, notwithstanding all other allocation provisions, items of any interest in the Company), Profits, Losses income and any such other item gain shall be determined on a daily, monthly allocated to such Member (for each Fiscal Year in which such recharacterization occurs) in an amount equal to the fees or other basis, as determined by the Board using any permissible method under section 706 of the Code and the Regulations thereunderpayments recharacterized. (b) The Members are aware Board is hereby authorized in its discretion to amend this Agreement without the consent of the income tax consequences Members in any manner necessary or desirable to (6) provide for "forfeiture allocations" under any final Treasury Regulations concerning the transfers of partnership interests in connection with the allocations made by this Article X performance of services and hereby agree (7) to be bound by enable the provisions of this Article X in reporting their shares of Company income and loss any Person issued a Membership Interest for services to value for income tax purposespurposes such compensatory membership interest at its liquidation value. Each Member hereby agrees, upon the request of the Board, to consent to and to provide any required information in connection with any such forfeiture allocations, related tax elections or other related actions of the Company. (c) In the event that any item or items of income, gain, loss or deduction of the Company or any Member is reallocated between the Company and any Member pursuant to Section 482 of the Code, then the allocation of the income, gain, loss or deduction of the Company for the year in which such reallocation occurs shall be made in such a fashion that the Capital Accounts of all Members, after taking into account any deemed contributions or distributions arising in connection with such reallocation, shall be, to the fullest extent possible, in proportion to each Member's Percentage Interest. (d) Solely for purposes of determining a Member’s 's proportionate share of the “"excess nonrecourse liabilities” " of the Company within the meaning of section Treasury Regulations Section 1.752-3(a)(3) of the Regulations3(a), the Members’ ' interests in Company Profits the Company's profits are in proportion to their respective outstanding unreturned Capital ContributionsPercentage Interests. (de) To the extent permitted by section Treasury Regulations Section 1.704-2(h)(3) of the Regulations), the Board shall endeavor to treat Distributions distributions of cash as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Nonrecourse Debt only to the extent that such Distributions distributions would not cause or increase an a deficit balance in any Member's Adjusted Capital Account Deficit for any MemberAccount. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) For purposes of determining the Profits, Profits and Losses or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses Losses, and any other such other item items shall be determined on a daily, monthly or other basis, allocated among the Members as determined by the Board Manager using any method and convention permissible method under section Section 706 of the Code and the Regulations thereunder; provided, however, that the Manager may adopt such other methods and conventions relating to allocations as it determines are necessary or appropriate. Without limiting the foregoing, the Members hereby agree that the Manager may utilize the method described in Regulations Section 1.706-1(c)(2)(ii). (b) The Members are aware of the income tax consequences of the allocations made by this Article X IV and hereby agree to be bound by the provisions of this Article X IV in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section Regulations Section 1.752-3(a)(3) of the Regulations), the Members’ Member’s interests in Company Profits are in proportion to their respective outstanding unreturned Capital ContributionsPercentage Interests. (d) To the extent permitted by section Regulations Section 1.704-2(h)(3) of the Regulations), the Board Manager shall endeavor to treat Distributions distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Nonrecourse Debt only to the extent that such Distributions distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article XThe Manager may apply certain methods, an allocation assumptions and conventions relating to allocations of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item items of income, gain, deduction, loss and deduction taken into account credit in computing a manner intended to comply with applicable provisions of the Code and Regulations and to allocate such Profits or Lossesitems in a manner that reflects the beneficial share of Company items of Members (and holders of Shares). (f) For purposes Allocations that would otherwise be made to a Member under the provisions of determining the character (as ordinary income or capital gain) of any Profits allocated this Article IV shall instead be made to the Members pursuant to this Article X, beneficial owner of Shares held by a nominee in any case in which the nominee has furnished the identity of such portion of Profits that is treated as ordinary income attributable owner to the recapture of depreciation shall, to the extent possible, be allocated among the Members Company in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This accordance with Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b6031(c) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved Code or any other method determined by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital ContributionsManager.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses Losses, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses Losses, and any such other item items shall be determined on a daily, monthly monthly’ or other basis, as determined by the Board using any permissible method under section Code Section 706 of the Code and the Regulations thereunder. (b) Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Members and Interest Holders in the same proportions as they share Profits or Losses, as the case may be, for the year. (c) The Members are aware of the income tax consequences of the allocations made by this Article X Section 3 and hereby agree to be bound by the provisions of this Article X Section 3 in reporting their shares of Company income and loss for income tax purposes. (cd) Solely for purposes of determining a Member’s or Interest Holder’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section Regulations Section 1.752-3(a)(3), if any, such excess nonrecourse liability shall be allocated to the Members or Interest Holders as follows: (i) First, such excess nonrecourse liabilities shall be allocated to the Members and Interest Holders up to the amount of built-in gain allocable to such Person on Code Section 704(c) property (as defined in Regulations Section 1.704-3(a)(3)(i)) or property for which reverse Code Section 704(c) allocations are applicable (as described in Regulations Section 1.704-3(a)(6)(i)) where such property is subject to the Regulationsnonrecourse liability, to the Members’ interests extent such gain exceeds the gain described in Company Profits are in proportion to their respective outstanding unreturned Capital ContributionsRegulations Section 1.752-3(a)(2). (dii) Second, the balance of such excess nonrecourse liabilities, if any, shall be allocated to the Members and Interest Holders in accordance with their Percentage Interests. (e) To the extent permitted by section Regulations Sections 1.704-2(h)(32(h) of the Regulationsand 1.704-2(i)(6), the Board shall endeavor to treat Distributions distributions of Available Cash as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Nonrecourse Debt only to the extent that such Distributions distributions would not cause or increase an Adjusted Capital Account Deficit for any MemberInterest Holder. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (ai) For purposes of determining the Profits, Losses Losses, or any other item allocable to any period (including allocations to take into account any transfer periods before and after the admission of any interest in the Companya new Member), Profits, Losses Losses, and any such other item shall be determined on a daily, monthly monthly, or other basis, as determined and allocated by the Board Managers using any permissible method under section Section 706 of the Code and the Treasury Regulations thereunder. (bii) For federal income tax purposes, every item of income, gain, loss, and deduction shall be allocated among the Members in accordance with the allocations under Sections 5.1, 5.3(a), 5.3(b), and 5.3(c) of this Company Agreement. (iii) The Members are aware of the income tax consequences of the allocations made by this Article X Section 5.3 and Section 5.1 and hereby agree to be bound by the provisions of this Article X Section 5.3 and Section 5.1 in reporting their shares of Company income and loss for income tax purposes. (civ) Solely To the extent permissible under Section 704 of the Code and the Treasury Regulations thereunder, in making allocations provided for in this Section 5.3 and Section 5.1, ordinary income realized by the Company from recapture of previously reported deductions shall be allocated to those Members (or their successors in interest) to whom such deductions were originally allocated and in proportion to such original allocations. Any obligation relating to the recapture of previously reported credits shall be allocated to those Members (or their successors in interest) to whom such credits were originally allocated and in proportion to such original allocations. (v) It is intended that the allocations in Sections 5.1, 5.3(a), 5.3(b), and 5.3(c) of this Company Agreement effect an allocation for federal income tax purposes consistent with Section 704 of the Code and comply with any limitations or restrictions therein. The Managers shall have complete discretion to make the allocations pursuant to this Section 5.3 and Section 5.1 in any reasonable manner consistent with Section 704 of the Code and to amend the provisions of this Company Agreement as appropriate to comply with the Treasury Regulations promulgated under Section 704 of the Code, if in the opinion of counsel to the Company, such an amendment is advisable to reflect allocations among the Members consistent with those Treasury Regulations. (vi) The Members agree that their Membership Interests represent their interests in Company profits for purposes of determining a Member’s proportionate share of the “allocating excess nonrecourse liabilities” of the Company within the meaning of section liabilities pursuant to Section 1.752-3(a)(3) of the Treasury Regulations, the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital Contributions. (d) To the extent permitted by section 1.704-2(h)(3) of the Regulations, the Board shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) For purposes In the event the Partnership Percentages of determining the ProfitsPartners are adjusted during a Fiscal Year, Losses or any other item allocable the allocations required by this Article V shall be made for such Fiscal Year by allocating the items of income, gain, loss, and deduction of the Partnership based on the Partnership Percentages in effect from time to any period (including allocations time during the year. Absent an agreement of the Board to take into account any transfer the contrary, the Partnership shall utilize the interim closing of any interest the books method to apportion the items of income to the periods of time before and after a change in the Company), Profits, Losses and any such other item shall be determined on a daily, monthly or other basis, as determined by the Board using any permissible method under section 706 Partnership Percentages of the Code and the Regulations thereunderPartners. (b) All allocations to the Partners pursuant to this ARTICLE V shall, except as otherwise expressly provided, be divided among them in proportion to their Partnership Percentages. (c) Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share profits or losses, as the case may be. However, notwithstanding any other provision of this Agreement, the General Partners shall be allocated not less than 1%, in the aggregate of each item of Partnership income gain, loss, deduction or credit, except to the extent such an allocation would be contrary to the provisions of Section 704(b) or (c) of the Code and related Regulations. (d) The Members Partners are aware of the income tax consequences of the allocations made by this Article X ARTICLE V and hereby agree to be bound by the provisions of this Article X ARTICLE V in reporting their shares of Company Partnership income and loss for income tax purposes. (ce) Solely for purposes of determining a Member’s Partner's proportionate share of the “"excess nonrecourse liabilities” " of the Company Partnership within the meaning of section 1.752-Section 1.752- 3(a)(3) of the Regulations, the Members’ Partners' interests in Company Profits Partnership profits are in proportion to their respective outstanding unreturned Capital ContributionsPartnership Percentages. (df) To the extent permitted by section Sections 1.704-2(h)(32(h) and 1.704-2(i)(6) of the Regulations, the Board shall endeavor to treat Distributions distributions as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that any such Distributions distribution would not cause or increase an Adjusted Capital Account Deficit for any MemberLimited Partner. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocated. (g) Except for arrangements expressly described in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member to enter into) any arrangement with respect to any liability of the Company that would result in such Member (or a person related to such Member under section 1.752-4(b) of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members shall be afforded the opportunity to guarantee such Member’s pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributions.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses Losses, or any other item items allocable to any period (including allocations to take into account any transfer of any interest in the Company)period, Profits, Losses Losses, and any such other item items shall be determined on a daily, monthly or other basis, apportioned among the Holders as determined by the Board Manager using any permissible method under section Section 706 of the Code and the Treasury Regulations thereunder. (b) All allocations to the Holders pursuant to this Article X shall, except as otherwise provided in this Agreement, be apportioned among them in accordance with their respective Percentage Interests. (c) Except as otherwise provided in this Agreement, all items of income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Holders in the same proportions as they share Profits or Losses, as the case may be, for the Taxable Year. (d) Excess nonrecourse liabilities of the Company (as defined in Treasury Regulations Section 1.752-3) shall be allocated among the Holders in accordance with their respective Percentage Interests. (e) The Members Holders are aware of the income tax consequences of the allocations made by this Article X and hereby agree to be bound by the provisions of this Article X in reporting their shares of Company income and loss for income tax purposes. (c) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of section 1.752-3(a)(3) of the Regulations, the Members’ interests in Company Profits are in proportion to their respective outstanding unreturned Capital Contributions. (df) To the extent permitted by section Treasury Regulations Section 1.704-2(h)(3) of the Regulations), the Board Manager shall endeavor to treat Distributions of Distributable Proceeds as having been made from the proceeds of a Nonrecourse Liability or a Partner Member Nonrecourse Debt only to the extent that such Distributions would not cause or increase an Adjusted Capital Account Deficit for any Member. (e) Except as otherwise provided in this Article X, an allocation of Company Profits or Losses to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss and deduction taken into account in computing such Profits or Losses. (f) For purposes of determining the character (as ordinary income or capital gain) of any Profits allocated to the Members pursuant to this Article X, such portion of Profits that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Members in the proportion which (i) the amount of depreciation previously allocated to each Member bears to (ii) the total of such depreciation allocated to all Members. This Section 10.5(f) shall not alter the amount of allocations among the Members pursuant to this Article X, but merely the character of income so allocatedHolder. (g) Except for arrangements expressly described For any period in this Agreement or authorized under any Basic Securitization Document, no Member shall enter into (or permit any Affiliate of that Member which a state in which the Company is subject to enter into) any arrangement with respect to any liability tax imposes an entity-level income tax upon the income of the Company, and if the Company that would result is entitled to a credit or deduction in such Member computing the entity-level tax for income allocable to one or more (or a person related but fewer than all) Holders who are separately subject to such Member under section 1.752the entity-4(b) level tax, the Holders’ respective allocable shares of the Regulations) bearing the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) with respect to such liability unless such arrangement has been approved by the Board. To the extent a Member is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Members Company’s Profit or Loss shall be afforded computed first without taking the opportunity Company’s entity-level tax liability into account, and the Company’s federal income tax deduction for the entity-level tax liability then shall be allocated specially to guarantee such Member’s the Holders who are not separately subject to the entity-level tax and for whom no credit or deduction is available to the Company (pro rata share of such indebtedness, determined in accordance with the Members’ respective outstanding unreturned Capital Contributionstheir relative Percentage Interests).