Common use of Tax Allocations; Code Section 704(c) Clause in Contracts

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (b) In the event the Gross Asset Value of any Property is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such Property shall take account of any variation between the adjusted basis of such Property for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the Managing Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this Section 5.6Agreement, each item of income, gain, loss loss, deduction and deduction of the Company for federal income tax purposes credit shall be allocated among the Members in the same manner for U.S. federal income tax purposes as such items are the correlative item of book income, gain, loss, deduction and credit is allocated for book purposes under this Article V. pursuant to Sections 5.1, 5.2, 5.3 and 5.4. In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss loss, deduction and deduction credit with respect to any Property property contributed to the capital of the Company shall, solely for U.S. federal income tax purposes, be allocated among the Members so as to take account of any variation between the adjusted tax basis of such Property property at the time of contribution to the Company for U.S. federal income tax purposes and its initial Gross Asset Value (computed in accordance with at the definition time of Gross Asset Value). Such allocation shall be made in accordance with contribution using the “remedial traditional method” described by Regulations as set forth in Treasury Regulation Section 1.704-3(d3(b). (b) In the event the Gross Asset Value of any Property Company asset is adjusted pursuant to subparagraph (ii) of in accordance with the definition of Gross Asset ValueValue hereof, subsequent allocations of items of income, gain, loss and deduction with respect to such Property asset shall take account of any variation between the adjusted tax basis of such Property asset for U.S. federal income tax purposes and its adjusted Gross Asset Value in a manner consistent with the same manner as under principles of Code Section 704(c) and the Treasury Regulations promulgated thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall shall, subject to Section 6.3(a)(xiv) hereof, be made by the Managing Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 are solely for purposes of U.S. federal, state state, and local income taxes and shall not affect, or in any way be taken into account in computing, any Member’s Members’ Capital Account or share of Profits, LossesNet Income (or items of income or gain) or Net Loss (or items of loss or deduction), other items items, or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6For income tax purposes only, each item of income, gain, loss loss, deduction and deduction credit of the Company for federal income tax purposes Partnership shall be allocated among the Members Partners in the same manner as such the corresponding items of Profits and Losses and specially allocated items are allocated for book purposes under this Article V. Capital Account purposes. (b) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property property contributed to the capital of the Company Partnership shall, solely for tax purposes, be allocated among the Members Partners so as to take account of any variation between the adjusted basis of such Property property to the Company Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (bc) In the event the Gross Asset Value of any Property is asset of the Partnership shall be adjusted pursuant to subparagraph (ii) the provisions of the definition of Gross Asset Valuethis Agreement, subsequent allocations of income, gain, loss and deduction with respect to such Property asset shall take account of any variation between the adjusted basis of such Property asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) of the Code and the Treasury Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such Section 704(c) allocations and “reverse Section 704(c) allocations” shall be made by the Managing Member Partners in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations Unless otherwise agreed by the Partners, the Partnership shall use the “traditional allocation method” for such allocations, in accordance with Treas. Reg. § 1.704-3(b). Section 704(c) allocations pursuant to this Section 5.6 5.3 are solely for purposes of federal, state state, and local taxes and shall not affect, or in any way be taken into account in computing, any MemberPartner’s Capital Account or share of Profits, Losses, other items items, or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.65.8, each item of income, gain, loss loss, and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under this Article V. V. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of “Gross Asset Value). Such allocation shall be made in accordance with ”) using the “remedial allocation method” described by in Treasury Regulations Section 1.704-3(d). (bc) In the event the Gross Asset Value of any Property Company asset is adjusted pursuant to subparagraph (iib) of the definition of “Gross Asset Value, ,” subsequent allocations of income, gain, loss loss, and deduction with respect to such Property asset shall take account of any variation between the adjusted basis of such Property asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. Such allocation shall be made in accordance with thereunder applying the “remedial allocation method” described by in Treasury Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the Managing Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 5.8 are solely for purposes of federal, state state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items items, or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6, Paragraph 8.5 each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members Equity Owners in the same manner as such items are allocated for book purposes under this Article V. Paragraph 8. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members Equity Owners so as to take account of any variation between the adjusted basis of such Property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (b) In the event the Gross Asset Value of any Property Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss loss, and deduction with respect to such Property asset shall take account of any variation between the adjusted basis of such Property asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the Managing Member Manager in any manner that reasonably reflects the purpose and intention of this Agreement, provided that any items of loss or deduction attributable to property contributed by an Equity Owner shall, to the extent of an amount equal to the excess of (A) the federal income tax basis of such property at the time of its contribution over (B) the Gross Asset Value of such property at such time, be allocated in its entirety to such contributing Equity Owner and the tax basis of such property for purposes of computing the amounts of all items allocated to any other Equity Owner (including a transferee of the contributing Equity Owner) shall be equal to its Gross Asset Value upon its contribution to the Company. Allocations pursuant to this Section 5.6 Paragraph 8.5 are solely for purposes of federal, state state, and local taxes and shall not affect, or in any way be taken into account in computing, any MemberEquity Owner’s Capital Account or share of Profits, Losses, other items items, or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (b) In the event the Gross Asset Value of any Property is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such Property shall take account of any variation between the adjusted basis of such Property for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the Managing Tax Matters Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.65.1(f), each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value (computed book value using the allocation method to be used pursuant to the Regulations under Code Section 704(c) as determined by the Board in accordance with the definition of Gross Asset Value)its sole discretion. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (b) In the event the Gross Asset Value book value of any Property Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Valueequal its fair market value, subsequent allocations of income, gain, loss loss, and deduction with respect to such Property asset shall take account of any variation between the adjusted basis of such Property asset for federal income tax purposes and its Gross Asset Value book value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the Managing Member Board in any manner that reasonably reflects the purpose and intention of this Agreement; provided that any items of loss or deduction attributable to property contributed by a Member shall, to the extent of an amount equal to the excess of (A) the federal income tax basis of such property at the time of its contribution over (B) the book value of such property at such time, be allocated in its entirety to such contributing Member, and the tax basis of such property for purposes of computing the amounts of all items allocated to any other Member (including a transferee of the contributing Member) shall be equal to its book value upon its contribution to the Company. Allocations pursuant to this Section 5.6 5.1(f) are solely for purposes of federal, state state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account capital account or share of Profitsprofits, Losseslosses, other items items, or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.66.06, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under this Article V. IV. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of “Gross Asset Value). Such allocation shall be made ” in accordance with the “remedial method” described by Regulations Section 1.704-3(d1.01). (b) In the event the Gross Asset Value of any Property Company asset is adjusted pursuant to subparagraph clause (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such Property asset shall take account of any variation between the adjusted basis of such Property asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the Managing Member Members in any manner that reasonably reflects the purpose and intention of this Agreement, provided that the Company shall elect to apply the traditional method described by Regulation Section 1.704-3(b), and provided, further, that any items of loss or deduction attributable to property contributed by a Member shall, to the extent of an amount equal to the excess of (A) the federal income tax basis of such property at the time of its contribution over (B) the Gross Asset Value of such property at such time, be allocated in its entirety to the such contributing Member and the tax basis of such property for purposes of computing the amounts of all items allocated to any other Member (including a transferee of the contributing Member) shall be equal to its Gross Asset Value upon its contribution to the Company. Allocations pursuant to this Section 5.6 6.06 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) and the applicable Regulations thereunderthereunder in effect on the date of the contribution of any assets to which Code Section 704(c) relates, income, gain, loss loss, and deduction with respect to any Property property contributed to the capital of the Company Partnership shall, solely for tax purposes, be allocated among the Members Partners so as to take account of any variation between the adjusted basis of such Property property to the Company Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of "Gross Asset Value). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d"). (b) In the event the Gross Asset Value of any Property Partnership asset is adjusted pursuant to subparagraph (ii) of the definition of "Gross Asset Value, " subsequent allocations of income, gain, loss loss, and deduction with respect to such Property asset shall take account of any variation between the adjusted basis of such Property asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations thereunder. Such allocation shall be made thereunder in accordance with effect on the “remedial method” described by Regulations Section 1.704-3(d)date of such adjustment. (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the Managing Member General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 3.7 are solely for purposes of federal, state state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Partner's Capital Account or share of Profits, Losses, other items items, or distributions pursuant to any provision of this Agreement. (d) Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Profits or Losses, as the case may be', for the Allocation Year.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this required by Code Section 5.6704(c) and the Regulations thereunder, each item of Company income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among for tax purposes, to the Members extent possible, in the same manner as such items are allocated for book purposes under provided in this Article V. III other than this Section 3.6. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (b) In the event the Gross Asset Value of any Property Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss loss, and deduction with respect to such Property shall asset shall, as appropriate, take account of any variation between the adjusted basis of such Property asset for federal income tax purposes and its Gross Asset Value in the same a manner as under consistent with Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the Managing Tax Matters Member as provided in Section 8.3 in any manner that reasonably reflects the purpose and intention of this Agreement. . (c) Allocations pursuant to this Section 5.6 3.6 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this Section 5.6Agreement, each item Company items of income, gain, loss and deduction of the Company loss, deduction, or credit for federal income tax purposes shall be allocated among the Members in the same manner as such the corresponding book items are allocated for book purposes under this Article V. Agreement. If there is no corresponding book item and this Agreement does not otherwise specify the allocation of an item for income tax purposes, the Management Committee shall allocate the items in the manner it deems appropriate taking into account the economic interests of the Members. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value)) using such allocation method pursuant to the Regulations under Code Section 704(c) as is selected by the Management Committee. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (b) In the event the Gross Asset Value of any Property Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such Property shall asset shall, solely for tax purposes, take account of any variation between the adjusted basis of such Property asset for federal income tax purposes and its Gross Asset Value in using such allocation method pursuant to the same manner as Regulations under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made is selected by the Managing Member in any manner that reasonably reflects the purpose and intention of this AgreementManagement Committee. Allocations pursuant to this Section 5.6 3.6 are solely for purposes of federal, state and local taxes taxes, and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions (other than Tax Distributions) pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Company for federal income federal, state, local and foreign tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under this Article V. 5 and Article 16. Any tax credits of the Company shall be allocated to the Members in proportion to their Percentage Interests. Execution Copy (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value). Such allocation shall be made in accordance with ) using the “remedial method” method described by Regulations under Treasury Regulation Section 1.704-3(d3(b). (bc) In the event the Gross Asset Value of any Property Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss loss, and deduction with respect to such Property asset shall take account of any variation between the adjusted basis of such Property asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such thereunder using the allocation shall be made in accordance with the “remedial method” method described by Regulations under Treasury Regulation Section 1.704-3(d3(b). (d) Except as otherwise provided in Section 5.6(b) and (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f)above, any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such the allocations described in this Section 5.6 shall be made by the Managing Member Tax Matters Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 are solely for purposes of federal, state state, local, and local foreign taxes and shall not affect, or in any way be taken into account in computing, any Member’s 's Capital Account or share of Profits, Losses, other items items, or distributions pursuant to any provision of this Agreement. (e) To the extent the Code and the Regulations or other Applicable Law require allocations for tax purposes that differ from the foregoing allocations, the Tax Matters Partner, in its reasonable discretion, may determine the manner in which such tax allocations shall be made so as to comply more fully with the Code and such Regulations or other Applicable Law and, at the same time, preserve the economic relationships among the Members as otherwise set forth in this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property contributed (or deemed contributed) to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property to the Company for U.S. federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of “Gross Asset Value”). Such allocation shall be made in accordance with any permitted manner determined by the “Managing Member, including any remedial method” described by or curative allocation methods permitted under Section 704(c) of the Code and the Regulations Section 1.704-3(d). (b) promulgated thereunder. In the event the Gross Asset Value of any Property is adjusted pursuant to subparagraph (iib) of the definition of “Gross Asset Value, ,” subsequent allocations of income, gain, loss loss, and deduction with respect to such Property shall take account of any variation between the adjusted basis of such Property for U.S. federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made permitted manner determined by the Managing Member in Member, including any manner that reasonably reflects remedial or curative allocation methods permitted under Section 704(c) of the purpose Code and intention of this Agreementthe Regulations promulgated thereunder. Allocations pursuant to this Section 5.6 3.6 are solely for purposes of federal, state state, and local taxes Taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (b) In the event the Gross Asset Value of any Property Company asset is adjusted pursuant to subparagraph paragraph (ii2) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such Property asset shall take account of any variation between the adjusted basis of such Property asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(eThe difference between the adjusted basis of the Deemed Contributed Assets and the 704(c) and 1.1250-1(f), any gain allocated Value of the Deemed Contributed Assets at the time of the deemed contribution of the Deemed Contributed Assets to the Members upon the sale or other taxable disposition of any Property shall, Company shall be taken into account pursuant to the extent possible, after taking into account “traditional method” set forth in Treasury Regulations Section 1.704-3(b)(1). Any other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations pursuant to this Section B.5 shall be made by the Managing Member Board in any manner that is provided in the Treasury Regulations under Code Section 704(c), reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 B.5 are solely for purposes of federal, state state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (ai) Except as otherwise provided in this Section 5.6, each item of The income, gaingains, loss losses, deductions and deduction expenses of the Company shall be allocated, for federal federal, state and local income tax purposes purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and expenses among the Members for computing their Capital Accounts, except that if any such allocation is not permitted by the Code or other applicable law, the Company’s subsequent income, gains, losses, deductions and expenses shall be allocated among the Members for tax purposes to the extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the allocation set forth herein in the same manner as such items are allocated for book purposes under this Article V. computing their Capital Accounts. (ii) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss loss, deduction and deduction expense with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Fair Market Value (computed in accordance with at the definition time of Gross Asset Value)contribution. Such The Company shall elect to use the remedial allocation shall be made in accordance with the “remedial method” described by Regulations method under Treasury Regulation Section 1.704-3(d)) with respect to such contributed property. (biii) In If the event the Gross Asset Book Value of any Property Company asset is adjusted pursuant to subparagraph (iiTreasury Regulation Section 1.704-1(b)(2)(iv)(f) of as provided in the definition of Gross Asset Book Value, subsequent allocations of items of taxable income, gain, loss loss, deduction and deduction expense with respect to such Property asset shall take account of any variation between the adjusted basis of such Property asset for federal income tax purposes and its Gross Asset Book Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (civ) In accordance with Regulations Sections 1.1245-1(e) Allocations of tax credit, tax credit recapture, and 1.1250-1(f), any gain items related thereto shall be allocated to the Members upon according to their interests in such items as determined by the sale or other taxable disposition of any Property shall, to the extent possible, after Board taking into account other required allocations the principles of gain pursuant to this Treasury Regulation Section 5.6(c1.704-1(b)(4)(ii), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (dv) Any elections or other decisions relating to such allocations shall be made by the Managing Member Board in any manner that reasonably reflects the purpose and intention intent of this Agreement. Agreement Allocations pursuant to this Section 5.6 5.5 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profitsprofits, Losseslosses, other items or distributions pursuant to any provision provisions of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6For income tax purposes only, each item of income, gain, loss loss, deduction and deduction credit of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such the corresponding items of Profits and Losses and specially allocated items are allocated for book purposes under this Article V. Capital Account purposes. (b) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (bc) In the event the Gross Asset Value of any Property is asset of the Company shall be adjusted pursuant to subparagraph (ii) the provisions of the definition of Gross Asset Valuethis Agreement, subsequent allocations of income, gain, loss and deduction with respect to such Property asset shall take account of any variation between the adjusted basis of such Property asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) of the Code and the Treasury Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such Section 704(c) allocations made pursuant to Section 6.2(b) hereof and “reverse Section 704(c) allocations” made pursuant to Section 6.2(c) hereof shall be made agreed by the Managing Member Class A Members, the Class A-1 Members, the Class B Members and the Class C Members in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations Unless otherwise agreed by the Class A Members, the Class A-1 Members, the Class B Members and the Class C Members, the Company shall use the “traditional allocation method” for such allocations, in accordance with Treas. Reg. §1.704-3(b). Section 704(c) allocations pursuant to this Section 5.6 6.2 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members Holders so as to take account of any variation between the adjusted basis of such the Property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with paragraph (a) of the definition of Gross Asset Value). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (b) In the event the Gross Asset Value of any Property Company asset is adjusted pursuant to subparagraph paragraph (iib) of the definition of Gross Asset ValueValue and the Company adjusts Capital Accounts to reflect the revaluation, Capital Accounts shall be adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g) for allocations of depreciation, depletion, amortization, and gain or loss and subsequent allocations of incomedepreciation, gaindepletion, amortization, and gain or loss and deduction with respect to such Property the asset shall take account of any variation between the adjusted basis of such Property the asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. Such allocation shall be made in accordance This Section 10.8(b) is intended to comply with the “remedial method” described by requirements of Treasury Regulations Section 1.704-3(d)1(b)(2)(iv)(f) and shall be interpreted consistently therewith. (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such the allocations shall be made by the Managing Member Manager in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 10.8 are solely for purposes of federal, state state, and local taxes and shall not affect, or in any way be taken into account in computing, any MemberHolder’s Capital Account or share of Profits, Losses, other items items, or distributions Distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property contributed (or deemed contributed) to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property to the Company for U.S. federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of “Gross Asset Value”). Such allocation shall be made in accordance with any permitted manner determined by the “Managing Member, including any remedial method” described by or curative allocation methods permitted under Section 704(c) of the Code and the Treasury Regulations Section 1.704-3(d). (b) promulgated thereunder. In the event the Gross Asset Value of any Property is adjusted pursuant to subparagraph (ii) of the definition of “Gross Asset Value, ,” subsequent allocations of income, gain, loss loss, and deduction with respect to such Property shall take account of any variation between the adjusted basis of such Property for U.S. federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made permitted manner determined by the Managing Member in Member, including any manner that reasonably reflects remedial or curative allocation methods permitted under Section 704(c) of the purpose Code and intention of this Agreementthe Treasury Regulations promulgated thereunder. Allocations pursuant to this Section 5.6 3.6 are solely for purposes of federal, state state, and local taxes Taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such the Property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with paragraph (a) of the definition of Gross Asset Value). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (b) In the event the Gross Asset Value of any Property Company asset is adjusted pursuant to subparagraph paragraph (iib) of the definition of Gross Asset ValueValue and the Company adjusts Capital Accounts to reflect the revaluation, subsequent allocations of incomedepreciation, gaindepletion, amortization, and gain or loss and deduction with respect to such Property the asset shall take account of any variation between the adjusted basis of such Property the asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. Such allocation shall be made in accordance This Section 10.8(b) is intended to comply with the “remedial method” described by requirements of Treasury Regulations Section 1.704-3(d)1(b)(2)(iv)(f) and shall be interpreted consistently therewith. (c) In accordance with Regulations Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Members upon the sale or other taxable disposition of any Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such the allocations pursuant to this Section 10.8 shall be made by the Managing Member Manager in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 10.8 are solely for purposes of federal, state state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items items, or distributions Distributions pursuant to any provision of this Agreement.