Common use of Other Allocation Rules Clause in Contracts

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article 5 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 5 in reporting their share of Company income and loss for U.S. federal (and applicable state and local) income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Section 5.1, Section 5.2 and Section 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors determines that the application of the provisions in Section 4.4, Section 5.1, Section 5.2 or Section 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors is authorized to make any appropriate adjustments to such provisions. (c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Member undertaking such Transfer and the Transferee based on the portion of the Fiscal Year or other taxable period of the Company during which each was recognized as the owner of such interest for U.S. federal income tax purposes, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period of the Company and without regard to whether cash distributions were made to the Member undertaking such Transfer or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the Treasury Regulations thereunder. (d) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Members on a pro rata basis, in accordance with the Percentage Interests of each Member.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article 5 V 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 5 V in reporting their share of Company income and loss for U.S. federal (and applicable state and local) income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Section Sections 5.1, Section 5.2 5.2, 5.3 and Section 5.3 5.4 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board Managing Member determines, in its sole discretion, on advice of Directors determines tax counsel to the Company (and after consultation with Tema for so long as it holds at least 20% of the then-outstanding Common Units), that the application of the provisions in Section Sections 4.4, Section 5.1, Section 5.2 5.2, 5.3 or Section 5.3 5.4 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors Managing Member is authorized to make any appropriate adjustments to such provisions. (c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Member undertaking such Transfer Transferor and the Transferee based on the portion of the Fiscal Year or other taxable period of the Company during which each was recognized as the owner of such interest for U.S. federal income tax purposesinterest, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period of the Company year and without regard to whether cash distributions were made to the Member undertaking such Transfer Transferor or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the Treasury Regulations thereunder. (d) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Members on a pro rata basisin any manner determined by the Managing Member and permissible under the Treasury Regulations; provided, however, that with respect to liabilities assumed by the Company from Tema in accordance connection with contribution of properties by Tema pursuant to the Percentage Interests Combination Agreement or to which assets contributed by Tema to the Company pursuant to the Combination Agreement were subject, such liabilities to the extent they are excess nonrecourse liabilities shall be allocated under Treasury Regulation Section 1.752-3(a) to Tema up to the amount of each Memberthe built-in gain that is allocable to Tema under Section 704(c) of the Code for such assets to the extent such built-in gain exceeds the gain allocated under Treasury Regulation Section 1.752-3(a)(2) with respect to such assets.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article 5 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 5 in reporting their share of Company income and loss for U.S. federal (and applicable state and local) income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 3.3 and the allocations set forth in Section 5.1Sections 4.2, Section 5.2 4.3 and Section 5.3 4.4 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors Managing Member reasonably determines that the application of the provisions in Section 4.43.3, Section 5.14.2, Section 5.2 or Section 5.3 4.3 and 4.4 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors Managing Member is authorized to make any appropriate adjustments to such provisions. (c) All provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit allocable to an interest those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this Agreement and the Reorganization Agreement. The Managing Member also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-1(b). No adjustment to the allocations shall be made under this Section 4.5(a) without the prior written consent of the TSG Members or Founder Members that would be materially adversely affected thereby, which consent shall not be unreasonably withheld, conditioned or delayed. (b) With regard to PubCo’s acquisition of the Class A Common Units in the Reorganization Transactions, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that may have been Transferred shall be allocated between complies with the Member undertaking such Transfer provisions of Section 706 of the Code and the Transferee based on Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the portion of Company, the Fiscal Year Managing Member shall allocate the Profits or other taxable period Losses to the Members of the Company during which each was recognized so as to take into account the owner of such interest for U.S. federal income tax purposes, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period varying interests of the Members in the Company and without regard to whether cash distributions were made to using any method that complies with the Member undertaking such Transfer or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method permissible under Code provisions of Section 706 of the Code and the Treasury Regulations thereunder. (dc) The Members’ Solely for purposes of determining a Member’s proportionate shares share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Managing Member shall be allocated allocate such liabilities in such manner that complies with the Code and the Treasury Regulations thereunder and that the Managing Member reasonably determines is reasonable expected to minimize any gain of the Members to the Members on a pro rata basis, in accordance with greatest extent possible under Section 731 of the Percentage Interests of each MemberCode.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article 5 V 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 5 V in reporting their share of Company income and loss for U.S. federal (and applicable state and local) local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Section 5.1, Section 5.2 and Section 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors Managing Member determines that the application of the provisions in Section 4.4, Section 5.1, Section 5.2 or Section 5.3 would 5.3would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors Managing Member is authorized to make any appropriate adjustments to such provisionsprovisions to the extent permitted by applicable Law. (c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Member undertaking such Transfer Transferor and the Transferee based on the portion of the Fiscal Year or other taxable period of the Company during which each was recognized as the owner of such interest for U.S. federal income tax purposesinterest, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period of the Company year and without regard to whether cash distributions were made to the Member undertaking such Transfer Transferor or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method determined by the Managing Member and permissible under Code Section 706 and the Treasury Regulations thereunder. (d) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Members on a pro rata basis, basis in accordance with the Percentage Interests number of Units owned by each Member.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article 5 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 5 IV in reporting their share of Company income and loss for U.S. federal (and applicable state and local) income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 3.3 and the allocations set forth in Section 5.1Sections 4.1, Section 5.2 4.2 and Section 5.3 4.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors determines Principal Member determines, in its sole discretion, that the application of the provisions in Section 4.4Sections 3.3, Section 5.14.1, Section 5.2 4.2 or Section 5.3 4.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors Principal Member is authorized to make any appropriate adjustments to such provisions. (c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Member undertaking such Transfer Transferor and the Transferee based on the portion of the Fiscal Year or other taxable period of the Company during which each was recognized as the owner of such interest for U.S. federal income tax purposes, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period of the Company and without regard to whether cash distributions were made to the Member undertaking such Transfer or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method determined by the Principal Member and permissible under Code Section 706 and the Treasury Regulations thereunder. (d) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Members on a pro rata basis, in accordance with the Percentage Interests number of Units owned by each Member, except to except to the extent such allocation is determined to be inconsistent with the requirements of applicable Law, in which case such liabilities shall be allocated among Members in a manner to be determined by the Principal Member in its sole discretion. (e) The Principal Member shall amend this Article IV from time to time to reflect the allocation of Profit and Loss in connection with priority distributions on any preferred units or other Equity Interests that may be issued by the Company (other than Units). (f) The Principal Member may amend or interpret the provisions of this Article IV as, in the Principal Member’s reasonable discretion, may be necessary or appropriate to comply with the applicable Treasury Regulations or other legal requirements and to properly reflect the economic intent of this Agreement.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article 5 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 5 IV in reporting their share of Company income and loss for U.S. federal (and applicable state and local) income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Section 5.1, Section 5.2 and Section 5.3 herein are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors determines Managing Member determines, that the application of the these provisions in Section 4.4, Section 5.1, Section 5.2 or Section 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors Managing Member is authorized to make any appropriate adjustments to such provisions. (c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Member undertaking such Transfer Transferor and the Transferee based on the portion of the Fiscal Year or other taxable period of the Company during which each was recognized as the owner of such interest for U.S. federal income tax purposesinterest, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period of the Company year and without regard to whether cash distributions were made to the Member undertaking such Transfer Transferor or the Transferee during that year; provided, however, provided that this allocation must be made in accordance with a method determined by the Managing Member and permissible under Code Section 706 and the Treasury Regulations thereunder. (d) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of 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) and then (ii) next allocated to the Members in accordance with the Members’ share of Company profits, in each case as described in Treasury Regulations Section 1.752-3(a)(3), shall be allocated to provided that, the Members on a pro rata basisManaging 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 Percentage Interests of each 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 and Losses or any other items allocable to any period, Profits, Losses, and any other such items shall be allocated among the Members as determined by the Manager using any method and convention permissible under 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 5 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 5 IV in reporting their share shares of Company income and loss for U.S. federal (and applicable state and local) income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Section 5.1, Section 5.2 and Section 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors determines that the application of the provisions in Section 4.4, Section 5.1, Section 5.2 or Section 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors is authorized to make any appropriate adjustments to such provisions. (c) All items Solely for purposes of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Member undertaking such Transfer and the Transferee based on the portion of the Fiscal Year or other taxable period of the Company during which each was recognized as the owner of such interest for U.S. federal income tax purposes, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period of the Company and without regard to whether cash distributions were made to the Member undertaking such Transfer or the Transferee during that year; provided, however, that this allocation must be made in accordance with determining a method permissible under Code Section 706 and the Treasury Regulations thereunder. (d) The Members’ Member’s proportionate shares share of the “excess nonrecourse liabilities” of the Company, Company within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Member’s interests in Company Profits are in proportion to their Percentage Interests. (d) To the extent permitted by Regulations Section 1.704-2(h)(3), the Manager shall be allocated endeavor to treat distributions as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Member. (e) The Manager may apply certain methods, assumptions and conventions relating to allocations of items of income, gain, deduction, loss and credit in a manner intended to comply with applicable provisions of the Code and Regulations and to allocate such items in a manner that reflects the beneficial share of Company items of Members on (and holders of Shares). (f) Allocations that would otherwise be made to a pro rata basis, Member under the provisions of this Article IV shall instead be made to the beneficial owner of Shares held by a nominee in any case in which the nominee has furnished the identity of such owner to the Company in accordance with Section 6031(c) of the Percentage Interests of each MemberCode or any other method determined by the Manager.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article 5 V 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 5 V in reporting their share of Company income and loss for U.S. federal (and applicable state and local) local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Section Sections 5.1, Section 5.2 and Section 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors Managing Member determines that the application of the provisions in Section Sections 4.4, Section 5.1, Section 5.2 or Section 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors Managing Member is authorized to make any appropriate adjustments to such provisionsprovisions to the extent permitted by applicable Law. (c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Member undertaking such Transfer Transferor and the Transferee based on the portion of the Fiscal Year or other taxable period of the Company during which each was recognized as the owner of such interest for U.S. federal income tax purposesinterest, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period of the Company year and without regard to whether cash distributions were made to the Member undertaking such Transfer Transferor or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method determined by the Managing Member and permissible under Code Section 706 and the Treasury Regulations thereunder. (d) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Members on a pro rata basis, basis in accordance with the Percentage Interests number of Units owned by each Member. (e) To the extent any amount is treated as a guaranteed payment (within the meaning of Code Section 707(c)) pursuant to Section 10.6 hereof, the deduction with respect to such guaranteed payment will be allocated 100% to the Common Unitholders on a pro rata basis.

Other Allocation Rules. (a) The Members If any fees or other payments deducted for federal income tax purposes by the Company are aware recharacterized by a final determination of the income tax consequences Internal Revenue Service as nondeductible distributions to any Member, then, notwithstanding all other allocation provisions, items of the allocations made by this Article 5 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 5 in reporting their share of Company income and loss gain shall be allocated to such Member (for U.S. federal (and applicable state and localeach Fiscal Year in which such recharacterization occurs) income tax purposesin an amount equal to the fees or payments recharacterized. (b) The provisions regarding Board is hereby authorized in its discretion to amend this Agreement without the establishment and maintenance consent of the Members in any manner necessary or desirable to (6) provide for each Member "forfeiture allocations" under any final Treasury Regulations concerning the transfers of a Capital Account as provided by Section 4.4 and the allocations set forth partnership interests in Section 5.1, Section 5.2 and Section 5.3 are intended to comply connection with the Treasury Regulations performance of services and (7) to enable the Company and any Person issued a Membership Interest for services to value for income tax purposes such compensatory membership interest at its liquidation value. Each Member hereby agrees, upon the request of the Board, to consent to and to reflect the intended economic entitlement provide any required information in connection with any such forfeiture allocations, related tax elections or other related actions of the Members. If the Board of Directors determines that the application of the provisions in Section 4.4, Section 5.1, Section 5.2 or Section 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors is authorized to make any appropriate adjustments to such provisionsCompany. (c) All In the event that any item or items of income, gain, loss, loss or deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Member undertaking such Transfer and the Transferee based on the portion of the Fiscal Year or other taxable period of the Company during which each was recognized as or any Member is reallocated between the owner Company and any Member pursuant to Section 482 of such interest for U.S. federal income tax purposesthe Code, without regard to then the results allocation of Company operations during any particular portion of that Fiscal Year the income, gain, loss or other taxable period deduction of the Company and without regard to whether cash distributions were made to for the Member undertaking year in which such Transfer or the Transferee during that year; provided, however, that this allocation must reallocation occurs shall be made in accordance such a fashion that the Capital Accounts of all Members, after taking into account any deemed contributions or distributions arising in connection with a method permissible under Code Section 706 and such reallocation, shall be, to the Treasury Regulations thereunderfullest extent possible, in proportion to each Member's Percentage Interest. (d) The Members’ Solely for purposes of determining a Member's proportionate shares share of the “"excess nonrecourse liabilities” " of the Company, Company within the meaning of Treasury Regulations Section 1.752-3(a)(33(a), the Members' interests in the Company's profits are in proportion to their Percentage Interests. (e) To the extent permitted by Treasury Regulations Section 1.704-2(h)(3), the Board shall be allocated endeavor to treat distributions of cash as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the Members on extent that such distributions would cause or increase a pro rata basis, deficit balance in accordance with the Percentage Interests of each any Member's Adjusted Capital Account.

Other Allocation Rules. (ai) The Net Income, Net Loss and any other items of income, gain, loss or deduction shall be allocated to the Members are aware pursuant to this Section 14 as of the income tax consequences last day of each Allocation Period. (ii) In any cases in which it is necessary to determine the allocations made Net Income, Net Loss or any other items allocable to any period within an Allocation Period, Net Income and Net Loss and any such other items shall be determined on a daily, monthly, or other basis, as determined by this Article 5 the Manager using any permissible method under Code Section 706 and the economic impact of the allocations on the amounts receivable by them under this Agreement. Treasury Regulation thereunder. (iii) The Members hereby agree to be bound by the provisions of this Article 5 Section 14 in reporting their share shares of Company income and loss for U.S. federal (and applicable state and local) income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Section 5.1, Section 5.2 and Section 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors determines that the application of the provisions in Section 4.4, Section 5.1, Section 5.2 or Section 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors is authorized to make any appropriate adjustments to such provisions. (c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Member undertaking such Transfer and the Transferee based on the portion of the Fiscal Year or other taxable period of the Company during which each was recognized as the owner of such interest for U.S. federal income tax purposes, without regard except to the results of Company operations during any particular portion of that Fiscal Year or other taxable period of the Company and without regard to whether cash distributions were made to the Member undertaking such Transfer or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the Treasury Regulations thereunderextent otherwise required by law. (div) The Members’ proportionate shares Solely for purposes of determining each Member’s share of the “excess nonrecourse liabilities” of the Company, Company within the meaning of Treasury Regulations Regulation Section 1.752-3(a)(3), the manner in which the Members share excess nonrecourse liabilities for any taxable year shall be determined by the Manager using any permissible method provided under Treasury Regulation Section 1.752-3(a)(3); provided that unless otherwise determined by the Manager, excess nonrecourse liabilities (within the meaning of Treasury Regulation Section 1.752-3(a)(3)) shall be allocated under the allocation method that (1) will, to the Members 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 “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 pro rata basis, nonrecourse liability to the extent such built-in accordance with gain exceeds the Percentage Interests of each Membergain described in Treasury Regulation Section 1.752-3(a)(2).

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article 5 V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article 5 V in reporting their share of Company income and loss for U.S. federal (and applicable state and local) local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Section Sections 5.1, Section 5.2 and Section 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors reasonably determines that the application of the provisions in Section Sections 4.4, Section 5.1, Section 5.2 or Section 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors is authorized to make any appropriate adjustments to such provisions. (c) All provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit allocable to an interest those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). (c) Profits or Losses for the Taxable Year that includes the Effective Date shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company that may have been Transferred shall be allocated between the Member undertaking such Transfer and the Transferee based on the portion using an “interim closing of the Fiscal Year or other taxable period books” method in a manner that complies with the provisions of Section 706 of the Company during which each was recognized as the owner of such interest for U.S. federal income tax purposes, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period of the Company and without regard to whether cash distributions were made to the Member undertaking such Transfer or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Board shall allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretion. (d) The Members’ Solely for purposes of determining a Member’s proportionate shares share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Board shall allocate such liabilities in a manner that complies with the Code and the Treasury Regulations thereunder and that the Board reasonably determines to be allocated to in the best interests of the Members on as a pro rata basis, in accordance with the Percentage Interests of each Memberwhole.

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 Net Income, Net Loss or any other items allocable to any period, Net Income, Net Loss and any such other items shall be determined on a daily, monthly or other basis, as determined by the Tax Matters Member using any permissible method under Section 706 of the Code and the Regulations thereunder. (iii) 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 5 hereby 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 5 Agreement in reporting their share shares of Company income and loss for U.S. federal (and applicable state and local) income tax purposes. (bv) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth Manager shall determine, in Section 5.1, Section 5.2 and Section 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors determines that the application of the provisions in Section 4.4, Section 5.1, Section 5.2 or Section 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Membersits reasonable discretion, the Board methodology for determining the allocation of Directors is authorized to make any appropriate adjustments to such provisions. (c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Member undertaking such Transfer and the Transferee based on the portion of the Fiscal Year or other taxable period of the Company during which each was recognized as the owner of such interest for U.S. federal income tax purposes, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period of the Company and without regard to whether cash distributions were made to the Member undertaking such Transfer or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the Treasury Regulations thereunder. (d) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, Company (within the meaning of Treasury Regulations Section 1.752-3(a)(3)) among the Members and the methodology for allocating “nonrecourse liabilities” among assets of the Company for purposes of Regulations Section 1.752-3(b); provided, however, that in exercising its discretion, the Manager shall be allocated seek to minimize, to the Members extent possible, (A) the amount of any Section 731(a) of the Code gains recognized by a Member due to deemed distributions under Section 752(b) of the Code, and (B) any limitation on the allowance of Company losses under Section 704(d) of the Code due to a pro rata basis, Member having insufficient basis in accordance its Units to claim its distributive share of losses of the Company. Consistent with the Percentage Interests foregoing, if a Member transfers less than all of each its Units, the Manager shall use its discretion in determining methodologies for the year of the transfer so that, to 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 share of Company liabilities under Section 752 of the Code immediately prior to such transfer, equals (Y) the proportion of the transferring Member’s Capital Account immediately prior to such transfer (determined as if the Members’ Capital Accounts 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) Profits, Losses and any other items of income, gain, loss or deduction shall be allocated to the Partners pursuant to this Section 3 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 are required by Sections 10.8 or 12 hereof and at such other times as the Gross Asset Values of Partnership Property are adjusted pursuant to subparagraph (ii) of the definition of "Gross Asset Value" in Section 1.10 hereof. (b) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner (except to the extent otherwise provided in Section 10.7 hereof) using any permissible method under Code Section 706 and the Regulations thereunder. (c) The Members Partners are aware of the income tax consequences of the allocations made by this Article 5 Section 3 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 5 Section 3 in reporting their share shares of Company Partnership income and loss for U.S. federal (and applicable state and local) income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Section 5.1, Section 5.2 and Section 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors determines that the application of the provisions in Section 4.4, Section 5.1, Section 5.2 or Section 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors is authorized to make any appropriate adjustments to such provisions. (c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Member undertaking such Transfer and the Transferee based on the portion of the Fiscal Year or other taxable period of the Company during which each was recognized as the owner of such interest for U.S. federal income tax purposes, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period of the Company and without regard to whether cash distributions were made to the Member undertaking such Transfer or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the Treasury Regulations thereunder. except as otherwise required by law. (d) The Members’ proportionate shares "Excess nonrecourse liabilities" of the “excess nonrecourse liabilities” of the Company, Partnership within the meaning of Treasury Regulations Section section 1.752-3(a)(3), 3 (a) (3) of the Regulations shall be allocated to among the Members on a pro rata basis, Partners in accordance with the Percentage Interests manner in which it is reasonably expected that the deductions attributable to those nonrecourse liabilities will be allocated. (e) To the extent permitted by Section 1.704-2 (h) (3) of each Memberthe Regulations, the General Partner shall endeavor to treat 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 would cause or increase an Adjusted Capital Account Deficit for any Limited Partner.

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 Net Income, Net Loss or any other items allocable to any period, Net Income, Net Loss and any such other items shall be determined on a daily, monthly or other basis, as determined by the Tax Matters Member using any permissible method under Section 706 of the Code and the Regulations thereunder. (iii) If the Percentage Interest of any one or more Members changes or any Convertible Preferred Units or Series A Preferred Units are Transferred 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 and/or such Transfer of Convertible Preferred Units or Series A Preferred Units during such Fiscal Year in accordance with Section 706 of the Code; provided that the “interim closing method” and the “calendar day convention” pursuant to Regulations Section 1.706-4 shall be used for such purpose with respect to the Transaction (as defined in the Transaction Agreement) and the Closing Date. (iv) The Members are aware of the income tax consequences of the allocations made by this Article 5 hereby 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 5 Agreement in reporting their share shares of Company income and loss for U.S. federal (and applicable state and local) income tax purposes. (bv) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth Manager shall determine, in Section 5.1, Section 5.2 and Section 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors determines that the application of the provisions in Section 4.4, Section 5.1, Section 5.2 or Section 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Membersits reasonable discretion, the Board methodology for determining the allocation of Directors is authorized to make any appropriate adjustments to such provisions. (c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Member undertaking such Transfer and the Transferee based on the portion of the Fiscal Year or other taxable period of the Company during which each was recognized as the owner of such interest for U.S. federal income tax purposes, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period of the Company and without regard to whether cash distributions were made to the Member undertaking such Transfer or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the Treasury Regulations thereunder. (d) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, Company (within the meaning of Treasury Regulations Section 1.752-3(a)(3)) among the Members and the methodology for allocating “nonrecourse liabilities” among assets of the Company for purposes of Regulations Section 1.752-3(b); provided, however, that in exercising its discretion, the Manager shall be allocated act in good faith to make such determinations in a manner that is fair and reasonable with respect to each Member and to the Members as a whole and, without limiting the generality of the foregoing, shall use commercially reasonable efforts to minimize, to the extent possible, (A) the amount of any gain, including Section 731(a) of the Code gains, recognized by a Member due to deemed distributions under Section 752(b) of the Code, and (B) any limitation on the allowance of Company losses under Section 704(d) of the Code due to a pro rata basisMember having insufficient basis in its Units to claim its distributive share of losses of the Company, in accordance provided that such efforts do not require the Company to incur additional liabilities. Consistent with the Percentage Interests foregoing, if a Member transfers less than all of each its Units, the Manager shall use its discretion in determining methodologies for the year of the transfer so that, to 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 share of Company liabilities under Section 752 of the Code immediately prior to such transfer, equals (Y) the proportion of the transferring Member’s Capital Account immediately prior to such transfer (determined as if the Members’ Capital Accounts 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) The Members are aware of the income tax consequences of the allocations made by this Article 5 V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article 5 V in reporting their share of Company income and loss for U.S. federal (and applicable state and local) local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Section Sections 5.1, Section 5.2 and Section 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors Managing Member reasonably determines that the application of the provisions in Section Sections 4.4, Section 5.1, Section 5.2 or Section 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors Managing Member is authorized to make any appropriate adjustments to such provisions. (c) All provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit allocable to an interest those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Managing Member also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). Notwithstanding the foregoing, no such adjustments to the allocations shall be made under this Section 5.4(b) that would have a material adverse effect on the Continuing Members or the Noteholder Members without the Member Representative’s prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed), and (b) no Tax Distributions (or downward (but not below zero) or upward adjustment to any Tax Distributions) shall be made other than on a pro rata basis in proportion to the Members’ respective number of Common Units. (c) With regard to PubCo’s acquisition of Common Units, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that may have been Transferred complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Managing Member shall be allocated between consult in good faith with the Member undertaking such Transfer Representative and the Transferee based on tax advisors to the portion of Company and allocate the Fiscal Year Profits or other taxable period Losses to the Members of the Company during which each was recognized so as to take into account the owner of such interest for U.S. federal income tax purposes, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and without regard to whether cash distributions were made to the Member undertaking such Transfer or the Transferee during that yearTreasury Regulations thereunder; provided, however, that this allocation must such allocations may instead be made in accordance another manner that complies with a method permissible under Code the provisions of Section 706 of the Code and the Treasury Regulations thereunderthereunder and that is selected by the Managing Member (with the prior written consent of the Member Representative, not to be unreasonably withheld, conditioned or delayed). (d) The Members’ Solely for purposes of determining a Member’s proportionate shares share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Managing Member shall be allocated allocate such liabilities in such manner that complies with the Code and the Treasury Regulations thereunder and that the Managing Member reasonably determines, in a manner intended to minimize any gain of the Members to the Members on a pro rata basis, in accordance with greatest extent possible under Section 731 of the Percentage Interests of each MemberCode.

Other Allocation Rules. (ai) The Members are aware Subject to Section 5.7(a)(ii), for purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and other items will be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Code Section 706 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 income tax consequences Transferor or Transferee, promptly notify the Transferor and Transferee of the allocations made by this Article 5 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 economic impact 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 allocations on LLC’s books as of the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions date of this Article 5 in reporting their share of Company income and loss for U.S. federal (and applicable state and local) income tax purposessuch exchange. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account Except as otherwise provided by Section 4.4 and the allocations set forth in Section 5.1this Agreement, Section 5.2 and Section 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors determines that the application of the provisions in Section 4.4, Section 5.1, Section 5.2 or Section 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors is authorized to make any appropriate adjustments to such provisions. (c) All all items of LLC income, gain, loss, deduction deduction, and credit allocable to an interest any other allocations not otherwise provided for will be divided among the Members in the Company same proportions as they share Profits or Losses, as the case may be, for the Taxable Year. (c) For purposes of determining the Members’ shares of “nonrecourse liabilities” (as that may have been Transferred shall term is defined in Regulations Section I.752-1(a)(2)), any “excess nonrecourse liabilities” (as that term is defined in Regulations Section 1.752-3(a)(3)) will be allocated between among the Member undertaking such Transfer and the Transferee based on the portion of the Fiscal Year or other taxable period of the Company during which each was recognized as the owner of such interest for Members in accordance with their Percentage Interests. (d) For U.S. federal income tax purposes, without regard the Clearwire Pre-Closing Indebtedness and the Sprint Pre-Closing Financing are treated as having been assumed by the LLC pursuant to the results Transaction Agreement. The LLC’s assumption of Company operations during liabilities of Clearwire and Sprint in connection with their initial Capital Contributions described in 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 particular portion of that Fiscal Year or other taxable period of the Company and without regard to whether cash distributions were made indebtedness issued by Clearwire prior to the Member undertaking such Transfer or Closing (as defined in Exhibit A to the Transferee during that year; provided, however, that this allocation must be made Transaction Agreement) in accordance with a method permissible under Code Section 706 and the Treasury Regulations thereunder. (dSections 10.1(b)(iv)(F) The Members’ proportionate shares or 10.1(b)(iv)(H) of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Members on a pro rata basis, in accordance with the Percentage Interests of each MemberTransaction Agreement.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article 5 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 5 in reporting their share of Company income and loss for U.S. federal (and applicable state and local) income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 3.3 and the allocations set forth in Section 5.1Sections 4.2, Section 5.2 4.3 and Section 5.3 4.4 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors Managing Member reasonably determines that the application of the provisions in Section 4.43.3, Section 5.14.2, Section 5.2 or Section 5.3 4.3 and 4.4 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors Managing Member is authorized to make any appropriate adjustments to such provisions. (c) All provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit allocable to an interest those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this Agreement and the Reorganization Agreement. The Managing Member also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-1(b). No adjustment to the allocations shall be made under this Section 4.5(a) without the prior written consent of the TSG Members or Founder Members that would be materially adversely affected thereby, which consent shall not be unreasonably withheld, conditioned or delayed. (b) With regard to PubCo’s acquisition of the Class A Common Units in the Reorganization Transactions, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that may have been Transferred shall be allocated between complies with the Member undertaking such Transfer provisions of Section 706 of the Code and the Transferee based on Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the portion of Company, the Fiscal Year Managing Member shall allocate the Profits or other taxable period Losses to the Members of the Company during which each was recognized so as to take into account the owner of such interest for U.S. federal income tax purposes, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period varying interests of the Members in the Company and without regard to whether cash distributions were made to using any method that complies with the Member undertaking such Transfer or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method permissible under Code provisions of Section 706 of the Code and the Treasury Regulations thereunder. (dc) The Members’ Solely for purposes of determining a Member’s proportionate shares share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Managing Member shall be allocated to the Members on a pro rata basis, allocate such liabilities in accordance such manner that complies with the Percentage Interests of each Code and the Treasury Regulations thereunder and that the Managing Member.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article 5 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 5 in reporting their share of Company income and loss for U.S. federal (and applicable state and local) income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 3.3 and the allocations set forth in Section 5.1Sections 4.2, Section 5.2 4.3 and Section 5.3 4.4 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors Managing Member reasonably determines that the application of the provisions in Section 4.43.3, Section 5.14.2, Section 5.2 or Section 5.3 4.3 and 4.4 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors Managing Member is authorized to make any appropriate adjustments to such provisions. (c) All provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit allocable to an interest those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this Agreement. The Managing Member also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-1(b). No adjustment to the allocations shall be made under this Section 4.5(a) that would have a material adverse effect on the Continuing Members without the prior written consent of the Continuing Member Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (b) With regard to PubCo’s acquisition of the Class A Common Units in conjunction with the IPO, Profits or Losses shall have been allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that may have been Transferred shall be allocated between complies with the Member undertaking such Transfer provisions of Section 706 of the Code and the Transferee based on Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the portion of Company, the Fiscal Year Managing Member shall allocate the Profits or other taxable period Losses to the Members of the Company during which each was recognized so as to take into account the owner of such interest for U.S. federal income tax purposes, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period varying interests of the Members in the Company and without regard to whether cash distributions were made to using any method that complies with the Member undertaking such Transfer or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method permissible under Code provisions of Section 706 of the Code and the Treasury Regulations thereunder. (dc) The Members’ Solely for purposes of determining a Member’s proportionate shares share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Managing Member shall be allocated allocate such liabilities in such manner that complies with the Code and the Treasury Regulations thereunder and that the Managing Member reasonably determines is reasonable expected to minimize any gain of the Members to the Members on a pro rata basis, in accordance with greatest extent possible under Section 731 of the Percentage Interests of each MemberCode.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article 5 V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article 5 V in reporting their share of Company income and loss for U.S. federal (and applicable state and local) local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Section Sections 5.1, Section 5.2 and Section 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors Managing Member reasonably determines that the application of the provisions in Section Sections 4.4, Section 5.1, Section 5.2 or Section 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors Managing Member is authorized to make any appropriate adjustments to such provisions. (c) All provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit allocable to an interest those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Managing Member also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). Notwithstanding the foregoing, no adjustment to the allocations shall be made under this Section 5.4(b) without the prior written consent of each Continuing Member that would be materially adversely affected thereby, which consent shall not be unreasonably withheld, conditioned or delayed. (c) With regard to PubCo’s acquisition of Common Units, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that may have been Transferred shall be allocated between complies with the Member undertaking such Transfer provisions of Section 706 of the Code and the Transferee based on Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the portion of Company, the Fiscal Year Managing Member shall consult in good faith with the Continuing Member Representative and the tax advisors to the Company and allocate the Profits or other taxable period Losses to the Members of the Company during which each was recognized so as to take into account the owner of such interest for U.S. federal income tax purposes, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and without regard to whether cash distributions were made to the Member undertaking such Transfer or the Transferee during that yearTreasury Regulations thereunder; provided, however, that this allocation must such allocations may instead be made in accordance another manner that complies with a method permissible under Code the provisions of Section 706 of the Code and the Treasury Regulations thereunderthereunder and that is selected by the Managing Member (with the prior written consent of the Continuing Member Representative, not to be unreasonably withheld, conditioned or delayed). (d) The Members’ Solely for purposes of determining a Member’s proportionate shares share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Managing Member shall be allocated allocate such liabilities in such manner that complies with the Code and the Treasury Regulations thereunder and that the Managing Member reasonably determines, in a manner intended to minimize any gain of the Members to the Members on a pro rata basis, in accordance with greatest extent possible under Section 731 of the Percentage Interests of each MemberCode.

Other Allocation Rules. (a) The Members are aware (i) Subject to Section 5.7(a)(ii), for purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and other items will be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Code Section 706 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 income tax consequences Transferor or Transferee, promptly notify the Transferor and Transferee of the allocations made by this Article 5 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 economic impact 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 allocations on LLC’s books as of the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions date of this Article 5 in reporting their share of Company income and loss for U.S. federal (and applicable state and local) income tax purposessuch exchange. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account Except as otherwise provided by Section 4.4 and the allocations set forth in Section 5.1this Agreement, Section 5.2 and Section 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors determines that the application of the provisions in Section 4.4, Section 5.1, Section 5.2 or Section 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors is authorized to make any appropriate adjustments to such provisions. (c) All all items of LLC income, gain, loss, deduction deduction, and credit allocable to an interest any other allocations not otherwise provided for will be divided among the Members in the Company same proportions as they share Profits or Losses, as the case may be, for the Taxable Year. (c) For purposes of determining the Members’ shares of “nonrecourse liabilities” (as that may have been Transferred shall 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)) will be allocated between among the Member undertaking such Transfer and the Transferee based on the portion of the Fiscal Year or other taxable period of the Company during which each was recognized as the owner of such interest for Members in accordance with their Percentage Interests. (d) For U.S. federal income tax purposes, without regard the Clearwire Pre-Closing Indebtedness and the Sprint Pre-Closing Financing are treated as having been assumed by the LLC pursuant to the results Transaction Agreement. The LLC’s assumption of Company operations during liabilities of Clearwire and Sprint in connection with their initial Capital Contributions described in 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 particular portion of that Fiscal Year or other taxable period of the Company and without regard to whether cash distributions were made indebtedness issued by Clearwire prior to the Member undertaking such Transfer or the Transferee during that year; provided, however, that this allocation must be made Closing in accordance with a method permissible under Code Section 706 and the Treasury Regulations thereunder. (dSections 10.1(b)(iv)(F) The Members’ proportionate shares or 10.1(b)(iv)(H) of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Members on a pro rata basis, in accordance with the Percentage Interests of each MemberTransaction Agreement.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article 5 V 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 5 V in reporting their share of Company income and loss for U.S. federal (and applicable state and local) local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 4.5 and the allocations set forth in Section Sections 5.1, Section 5.2 and Section 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors reasonably determines that the application of the provisions in Section 4.4Sections 4.5, Section 5.1, Section 5.2 or Section 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors is authorized to make any appropriate adjustments to such provisions. (c) All provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit allocable to an interest those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this Agreement. The Board also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Section 1.704-1(b)(iv)(g) of the Regulations and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this Agreement not to comply with Section 1.704-1(b) of the Regulations. To the extent any adjustment to the allocations under this Section 5.4(b) would, if made, have a materially adverse and disproportionate effect on either the Intersnack Member, on the one hand, or the Continuing Members, on the other hand, then such adjustment shall not be made unless the Company has received the prior written consent of such adversely affected Member (which consent shall not be unreasonably withheld, conditioned, or delayed). (c) If any Common Units are Transferred, or if the number of Common Units held by a Member is increased or decreased in accordance with this Agreement during a Fiscal Year, the Company shall consult in good faith with the Intersnack Member, the Continuing Members and the tax advisors to the Company and allocate all items of income, gain, loss, deduction and credit recognized by the Company for such Fiscal Year shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that may have been Transferred shall be allocated between complies with the Member undertaking such Transfer provisions of Section 706 of the Code and the Transferee based on the portion of the Fiscal Year or other taxable period of the Company during which each was recognized as the owner of such interest for U.S. federal income tax purposes, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period of the Company and without regard to whether cash distributions were made to the Member undertaking such Transfer or the Transferee during that yearRegulations thereunder; provided, however, that this allocation must such allocations may instead be made in accordance another manner that complies with a method permissible under Code the provisions of Section 706 of the Code and the Treasury Regulations thereunderthereunder and that is selected by the Board (with the prior written consent of each of the Intersnack Member and the Continuing Members, in each case not to be unreasonably withheld, conditioned or delayed). (d) The Members’ Solely for purposes of determining a Member’s proportionate shares share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3)) of the Regulations, the Company shall be allocated allocate such liabilities in such manner that complies with the Code and the Regulations thereunder and that the Board reasonably determines, in a manner intended to minimize any gain of the Members to the Members on a pro rata basis, in accordance with greatest extent possible under Section 731 of the Percentage Interests of each MemberCode.

Other Allocation Rules. (a) The Members are aware If the respective Membership Interests or allocation ratios described in this Article V of the income tax consequences existing Members in the Company change or if a Membership Interest is Transferred in compliance with this Agreement to any other Person, then, for the Tax Year in which the change or Transfer occurs, all Company items resulting from the operations of the allocations made by this Article 5 Company shall be allocated, as between the Members for the Tax Year in which the change occurs or between the transferring Member and the economic impact transferee, by taking into account their varying interests using the interim closing of the allocations on books method permitted by Treasury Regulations Section 1.706-1(c)(2)(ii), unless otherwise agreed in writing by all the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions of this Article 5 in reporting their share of Company income and loss for U.S. federal (and applicable state and local) income tax purposesMembers. (b) The provisions regarding Members agree that excess Nonrecourse Liabilities of the establishment and maintenance for each Member of a Capital Account as provided by Company allocated to the Members under Treasury Regulation Section 4.4 and 1.752-3(a)(3) will be allocated in accordance with the allocations sharing percentages set forth in Section 5.1, Section 5.2 and Section 5.3 5.1(c). The allocations required by this subsection (b) are intended to comply with the requirements of Treasury Regulations Regulation Section 1.752-3(a)(3) and to reflect the intended economic entitlement of the Members. If the Board of Directors determines that the application of the provisions in Section 4.4, Section 5.1, Section 5.2 or Section 5.3 would result in nonRevenue Ruling 95-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors is authorized to make any appropriate adjustments to such provisions41. (c) All items To the extent permitted by Treasury Regulation Section 1.704-2(h)(3) and 1.704-2(i)(6), the Members will endeavor to treat distributions of income, gain, loss, deduction and credit allocable Distributable Cash as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to an interest the extent such distribution would cause or increase a deficit in the Company that may have been Transferred shall be allocated between the Member undertaking such Transfer and the Transferee based on the portion of the Fiscal Year or other taxable period of the Company during which each was recognized as the owner of such interest Adjusted Capital Account for U.S. federal income tax purposes, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period of the Company and without regard to whether cash distributions were made to the Member undertaking such Transfer or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the Treasury Regulations thereundermember. (d) The Members’ proportionate shares Unless otherwise required by applicable law, the Company shall not treat any portion of the Existing Indebtedness as “excess nonrecourse liabilitiesrecourse” debt for purposes of Section 752 of the CompanyCode or Treasury Regulation Section 1.704-2 as a result of the obligation of any Member to make contributions of cash to the Company under Article IV of this Agreement. (e) For the avoidance of doubt, within income and interest accrued on the meaning Existing Indebtedness prior to the Closing Date and cash from the operation of Treasury Regulations Section 1.752-3(a)(3), the Projects prior to the Closing Date (including cash trapped in any reserve account) shall be allocated for the sole account of the Class A Member and shall not be subject to the Members on a pro rata basis, allocation provisions set forth in accordance with this Article V or the Percentage Interests of each Memberdistribution provisions set forth in Article VI.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article 5 V and the economic impact effect of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article 5 V in reporting their share of Company income and loss for U.S. federal (and applicable state and local) local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Section Sections 5.1, Section 5.2 and Section 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board of Directors Managing Member reasonably determines that the application of the provisions in Section Sections 4.4, Section 5.1, Section 5.2 or Section 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors Managing Member is authorized to make any appropriate adjustments to such provisions. (c) All provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit allocable to an interest those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Merger Agreement. The Managing Member also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). (c) If during any Taxable Year there is any change in any Member’s Units in the Company, the Managing Member shall allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that may have been Transferred shall be allocated between complies with the Member undertaking such Transfer provisions of Section 706 of the Code and the Transferee based on the portion of the Fiscal Year or other taxable period of the Company during which each was recognized as the owner of such interest for U.S. federal income tax purposes, without regard to the results of Company operations during any particular portion of that Fiscal Year or other taxable period of the Company and without regard to whether cash distributions were made to the Member undertaking such Transfer or the Transferee during that yearTreasury Regulations thereunder; provided, however, that this allocation must such allocations may instead be made in accordance another manner that complies with a method permissible under Code the provisions of Section 706 of the Code and the Treasury Regulations thereunderthereunder and that is selected by the Managing Member. (d) The Members’ Solely for purposes of determining a Member’s proportionate shares share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Managing Member shall be allocated allocate such liabilities in such manner that complies with the Code and the Treasury Regulations thereunder and that the Managing Member reasonably determines, in a manner intended to minimize any gain of the Members to the Members on a pro rata basis, in accordance with greatest extent possible under Section 731 of the Percentage Interests of each MemberCode.