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

Tax Allocations; Code Section 704(c). (a) For income tax purposes only, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes. (b) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value. (c) In the event the Gross Asset Value of any asset of the Partnership shall be adjusted pursuant to the provisions of this Agreement, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Section 704(c) of the Code and the Treasury Regulations thereunder. (d) Any elections or other decisions relating to such Section 704(c) allocations and “reverse Section 704(c) allocations” shall be made by the Partners in any manner that reasonably reflects the purpose and intention of this Agreement. 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 5.3 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) For The income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes onlypurposes, each item among the Holders in accordance with the allocation of such income, gaingains, losslosses, deduction deductions and credit of expenses among the Partnership Holders 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 Partners Holders 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 the corresponding items of Profits and Losses and specially allocated items are allocated for computing their Capital Account purposesAccounts. (b) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, deduction and deduction expense with respect to any property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Holders so as to take account of any variation between the adjusted basis of such property to the Partnership Company for federal income tax purposes and its initial Gross Asset ValueFair Market Value at the time of contribution. (c) In If the event the Gross Asset Book Value of any Company asset of the Partnership shall be is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f) as provided in the provisions definition of this AgreementBook Value, subsequent allocations of items of taxable income, gain, loss loss, deduction and deduction expense with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Book Value in the same manner as under Code Section 704(c) of the Code and the Treasury Regulations thereunder). (d) Allocations of tax credit, tax credit recapture, and any items related thereto shall be allocated to the Holders according to their interests in such items as determined by the Board taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii). (e) Any elections or other decisions relating to such Section 704(c) allocations and “reverse Section 704(c) allocations” shall be made by the Partners Board in any manner that reasonably reflects the purpose and intention intent of this Agreement. 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 Allocations pursuant to this Section 5.3 5.7 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 PartnerHolder’s Capital Account or share of Profitsprofits, Losseslosses, other items, items or distributions Distributions pursuant to any provision provisions of this Agreement.

Tax Allocations; Code Section 704(c). (a) For income tax purposes only, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes. (b) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property Property contributed (or deemed contributed) to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such property Property to the Partnership Company for U.S. federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of “Gross Asset Value. (c”). Such allocation shall be made in any permitted manner determined by the Managing Member, including any remedial or curative allocation methods permitted under Section 704(c) of the Code and the Treasury Regulations promulgated thereunder. In the event the Gross Asset Value of any asset of the Partnership shall be Property is adjusted pursuant to subparagraph (ii) of the provisions definition of this Agreement, “Gross Asset Value,” subsequent allocations of income, gain, loss loss, and deduction with respect to such asset Property shall take account of any variation between the adjusted basis of such asset Property for 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 any permitted manner determined by the Managing Member, including any remedial or curative allocation methods permitted under Section 704(c) of the Code and the Treasury Regulations promulgated thereunder. (d) Any elections or other decisions relating to such Section 704(c) allocations and “reverse Section 704(c) allocations” shall be made by the Partners in any manner that reasonably reflects the purpose and intention of this Agreement. 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 Allocations pursuant to this Section 5.3 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 PartnerMember’s Capital Account or share of Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) For The income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes onlypurposes, each item among the Members in accordance with the allocation of such income, gaingains, losslosses, deduction deductions and credit of expenses among the Partnership 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 Partners Members so as to reflect as nearly as possible the allocation set forth herein in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for computing their Capital Account purposesAccounts. (b) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, deduction and deduction expense with respect to any property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such property to the Partnership Company for federal income tax purposes and its initial Gross Asset Valuefair market value at the time of contribution. (c) In If the event the Gross Asset Book Value of any Company asset of the Partnership shall be is adjusted pursuant to the provisions of this AgreementSECTION 4.2, subsequent allocations of items of taxable income, gain, loss loss, deduction and deduction expense with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Book Value in the same manner as under Code Section 704(c) of the Code and the Treasury Regulations thereunder). (d) Any elections or other decisions relating to such Section 704(c) allocations and “reverse Section 704(c) allocations” shall be made by the Partners Members in any manner that reasonably reflects the purpose and intention intent of this Agreement. 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 Allocations pursuant to this Section 5.3 SECTION 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 Partner’s Member's Capital Account or share of Profitsprofits, Losseslosses, other items, items or distributions pursuant to any provision provisions of this Agreement. (e) The Company and the Members agree to use the "traditional method" with respect to Section 704(c) of the Code.

Tax Allocations; Code Section 704(c). (a) For income tax purposes onlyExcept as otherwise provided in this Section 5.6, each item of income, gain, loss, loss and deduction and credit of the Partnership Company for federal, state, local and foreign tax purposes shall be allocated among the Partners Members in the same manner as the corresponding items of Profits and Losses and specially allocated such items are allocated for Capital Account purposes. book purposes under this Article 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) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value) using the method described under Treasury Regulation Section 1.704-3(b). (c) In the event the Gross Asset Value of any Company asset of the Partnership shall be is adjusted pursuant to subparagraph (ii) of the provisions definition of this AgreementGross Asset Value, subsequent allocations of income, gain, loss loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) of the Code and the Regulations thereunder using the allocation method described under Treasury Regulations thereunderRegulation Section 1.704-3(b). (d) Any Except as otherwise provided in Section 5.6(b) and (c) above, any elections or other decisions relating to such the allocations described in this Section 704(c) allocations and “reverse Section 704(c) allocations” 5.6 shall be made by the Partners Tax Matters Partner in any manner that reasonably reflects the purpose and intention of this Agreement. 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 Allocations pursuant to this Section 5.3 5.6 are solely for purposes of federal, state, local, and local foreign taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Member's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. (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) For income tax purposes only, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for 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 contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value. (cb) In the event the Gross Asset Value of any Company asset of the Partnership shall be is adjusted pursuant to paragraph (2) of the provisions definition of this AgreementGross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) of the Code and the Treasury Regulations thereunder. (dc) The difference between the adjusted basis of the Deemed Contributed Assets and the 704(c) Value of the Deemed Contributed Assets at the time of the deemed contribution of the Deemed Contributed Assets to the Company shall be taken into account pursuant to the “traditional method” set forth in Treasury Regulations Section 1.704-3(b)(1). Any other elections or other decisions relating to such allocations pursuant to this Section 704(c) allocations and “reverse Section 704(c) allocations” B.5 shall be made by the Partners 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. 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 Allocations pursuant to this Section 5.3 B.5 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any PartnerMember’s Capital Account or share of Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) For income tax purposes onlyExcept as otherwise required by Code Section 704(c) and the Regulations thereunder, each item of Company income, gain, loss, loss and deduction and credit of the Partnership shall be allocated among for tax purposes, to the Partners extent possible, in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposesprovided in this Article III other than this Section 3.6. (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 contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value. (c) ). In the event the Gross Asset Value of any Company asset of the Partnership shall be is adjusted pursuant to the provisions definition of this AgreementGross Asset Value, subsequent allocations of income, gain, loss loss, and deduction with respect to such asset shall shall, as appropriate, take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same a manner as under consistent with Code Section 704(c) of the Code and the Treasury Regulations thereunder. (d) . Any elections or other decisions relating to such Section 704(c) allocations and “reverse Section 704(c) allocations” shall be made by the Partners Tax Matters Member as provided in Section 8.3 in any manner that reasonably reflects the purpose and intention of this Agreement. 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. (c) allocations Allocations pursuant to this Section 5.3 3.6 are solely for purposes of federal, state, state and local taxes and shall not affect, or in any way be taken into account in computing, any PartnerMember’s Capital Account or share of Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) For income tax purposes only, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes. (b) In accordance with Code Section 704(c) and the applicable Regulations thereunder in effect on the date of the contribution of any assets to which Code and the Treasury Regulations thereunderSection 704(c) relates, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of "Gross Asset Value"). (cb) In the event the Gross Asset Value of any Partnership asset of the Partnership shall be is adjusted pursuant to subparagraph (ii) of the provisions definition of this Agreement, "Gross Asset Value" subsequent allocations of income, gain, loss loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) of the Code and the Treasury applicable Regulations thereunderthereunder in effect on the date of such adjustment. (dc) Any elections or other decisions relating to such Section 704(c) allocations and “reverse Section 704(c) allocations” shall be made by the Partners General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. 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 Allocations pursuant to this Section 5.3 3.7 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s 's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. (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) For income tax purposes only, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes. (b) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with subparagraph (a) of the definition of “Gross Asset Value”). The Partnership shall utilize the traditional method with curative allocations as described in Treas. Reg. § 1.704-3(c) with respect to each item of contributed property. (cb) In the event the Gross Asset Value of any Partnership asset of the Partnership shall be is adjusted pursuant to subparagraph (b) of the provisions definition of this Agreement“Gross Asset Value”, subsequent allocations of income, gain, loss loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) of the Code and the Treasury Regulations thereunder. (dc) Any Subject to Section B.2.7(a), any elections or other decisions relating to such Section 704(c) allocations and “reverse Section 704(c) allocations” shall be made by the Partners in any manner that reasonably reflects the purpose and intention of this AgreementGeneral Partner. 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 Allocations pursuant to this Section 5.3 B.2.7 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. (d) 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 Fiscal Year. For purposes of determining the nature (as ordinary or capital) of any Partnership gain allocated among the Partners for Federal income tax purposes pursuant to this Agreement, the portion of such gain required to be recognized as ordinary income pursuant to Code Sections 1245 and/or 1250 shall be deemed to be allocated among the Partners in accordance with Treas. Reg. § 1.1245-1(e)(2) and 1.1250-1(f).

Tax Allocations; Code Section 704(c). (a) For income tax purposes only, each item of income, gain, loss, deduction and credit In the event any Partnership property is reflected on the books of the Partnership shall be allocated among at a book value that differs from the Partners in adjusted tax basis of such property at the same manner as time of its contribution to the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes. (b) In accordance with Section 704(c) of the Code and the Partnership or its revaluation pursuant to Treasury Regulations thereunderSections 1.704-l(b)(2)(iv)(d) or 1.704-l(b)(2)(iv)(f), respectively, income, gain, loss, and deduction with respect to any such property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so in the manner required by Code Section 704 (c) and Treasury Regulations Sections 1.704-l(b)(4)(i) and 1.704-3. Consistent with the foregoing, with respect to Partnership property owned as to take account of the date hereof, depreciation, amortization or other cost recovery deductions shall be allocated in accordance with the traditional method contained in Treasury Regulations Section 1.704-3(b) or any variation between succeeding applicable provision, unless the adjusted basis of such General Partner and a Contributing Partner have specifically agreed otherwise. For property acquired by or contributed to the Partnership for federal income tax subsequent to the date hereof, the Tax Matters Partner shall, at its sole discretion and on a property by property basis, choose between any permissible method contained in Treasury Regulations Section 1.704-3 or any similar succeeding applicable provision. For purposes of allocating the Partnership’s earnings and its initial Gross Asset Value. (c) In the event the Gross Asset Value of any asset of the Partnership profits to corporate Partners, depreciation, amortization and cost recovery deductions used in determining earnings and profits shall be adjusted pursuant to allocated among the provisions of this Agreement, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value Partners in the same manner as under Section 704(c) allocations of the Code depreciation, amortization and the Treasury Regulations thereunderother cost recovery deductions for regular tax purposes, adjusted for differences in earnings and profits, bases and depreciation periods. (db) Any elections or other decisions relating to such Section 704(c) allocations and “reverse Section 704(c) allocations” shall be made by the Partners Tax Matters Partner in any manner that reasonably reflects the purpose and intention of this Agreement. 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 Allocations pursuant to this Section 5.3 4.08 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 PartnerPerson’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) For income tax purposes only, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes. (b) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with subparagraph (a) of the definition of “Gross Asset Value”. The Partnership shall utilize the traditional method with curative allocations as described in Treas. Reg. § 1.704-3(c) with respect to each item of contributed property. (cb) In the event the Gross Asset Value of any Partnership asset of the Partnership shall be is adjusted pursuant to subparagraph (b) of the provisions definition of this Agreement“Gross Asset Value”, subsequent allocations of income, gain, loss loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) of the Code and the Treasury Regulations thereunder. (dc) Any Subject to Section B.2.7(a), any elections or other decisions relating to such Section 704(c) allocations and “reverse Section 704(c) allocations” shall be made by the Partners in any manner that reasonably reflects the purpose and intention of this AgreementGeneral Partner. 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 Allocations pursuant to this Section 5.3 B.2.7 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. (d) 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 Fiscal Year. For purposes of determining the nature (as ordinary or capital) of any Partnership gain allocated among the Partners for Federal income tax purposes pursuant to this Agreement, the portion of such gain required to be recognized as ordinary income pursuant to Code Sections 1245 and/or 1250 shall be deemed to be allocated among the Partners in accordance with Treas. Reg. § 1.1245-1(e)(2) and 1.1250-1(f).

Tax Allocations; Code Section 704(c). (a) For income tax purposes only, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes. (b) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such property the Property to the Partnership 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). (cb) In the event the Gross Asset Value of any Company asset of the Partnership shall be is adjusted pursuant to paragraph (b) of the provisions definition of this AgreementGross Asset Value 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 the asset shall take account of any variation between the adjusted basis of such the 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. This Section 10.8(b) is intended to comply with the requirements of Treasury Regulations Section 1.704-1(b)(2)(iv)(f) and shall be interpreted consistently therewith. (dc) Any elections or other decisions relating to such the allocations pursuant to this Section 704(c) allocations and “reverse Section 704(c) allocations” 10.8 shall be made by the Partners Manager in any manner that reasonably reflects the purpose and intention of this Agreement. 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 Allocations pursuant to this Section 5.3 10.8 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any PartnerMember’s Capital Account or share of Profits, Losses, other items, or distributions Distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) For income tax purposes only, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes. (b) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, solely for income tax purposes, income, gain, loss, loss and deduction with respect to any property contributed to the capital of the Partnership (including income, gain, loss and deduction determined with respect to the alternative minimum tax) shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes (including such adjusted basis for alternative minimum tax purposes) and its initial Gross Asset Value, including, but not limited to, special allocations to a contributing Partner that are required under Code Section 704(c) to be made upon distribution, of such property to any of the non-contributing Partners. (cb) In the event the Gross Asset Value of any Partnership asset of the Partnership shall be is adjusted pursuant to paragraph (ii) of the provisions definition of this Agreement“Gross Asset Value” contained herein, solely for federal income tax purposes, subsequent allocations of income, gain, loss and deduction with respect to such asset shall (including income, gain, loss and deduction determined with respect to the alternative minimum tax) will take account of any variation between the adjusted basis of such asset (including such adjusted basis for federal income alternative minimum tax purposes purposes) and its Gross Asset Value in the same manner as under Code Section 704(c) of the Code and the Treasury Regulations thereunder. (dc) Any elections or other decisions relating to such allocations under this Section 704(c) allocations and “reverse 4.6, including the selection of any allocation method permitted under Regulations Section 704(c) allocations” shall 1.704-3, will be made as approved by the Partners Managing General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Unless Except as otherwise agreed by provided in this Section 4.6, all items of Partnership income, gain, loss, deduction and credit will for tax purposes be divided among the PartnersPartners in the same manner as they share correlative Profits, Losses or Partnership items of income, gain, loss or deduction, as the Partnership shall use case may be, for the “traditional allocation method” for such allocations, in accordance with Treastaxable year. Reg. § 1.704-3(b). Section 704(c) allocations Allocations pursuant to this Section 5.3 4.6 are solely for purposes of federal, state, state and local taxes and shall will not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, Losses or other items, items or distributions pursuant to any provision of this Agreement. (d) If any taxable item of income or gain is computed differently from the taxable item of income or gain which results for purposes of the alternative minimum tax, then to the extent possible, without changing the overall allocations of items for purposes of either the Partners’ Capital Accounts or the regular income tax (i) each Partner will be allocated items of taxable income or gain for alternative minimum tax purposes taking into account the prior allocations of originating tax preferences or alternative minimum tax adjustments to such Partner (and its predecessors) and (ii) other Partnership items of income or gain for alternative minimum tax purposes of the same character that would have been recognized, but for the originating tax preferences or alternative minimum tax adjustments, will be allocated away from those Partners that are allocated amounts pursuant to clause (i) so that, to the extent possible, the other Partners are allocated the same amount, and type, of alternative minimum tax income and gain that would have been allocated to them had the originating tax preferences or alternative minimum tax adjustments not occurred. (e) If any portion of gain recognized from the disposition of property by the Partnership represents the “recapture” of previously allocated deductions by virtue of the application of Code Section 1245 or 1250 (“Recapture Gain”), such Recapture Gain will be allocated as follows: First, to the Partners, pro rata, in proportion to the lesser of each Partner’s (i) allocable share of the total gain recognized from the disposition of such Partnership property and (ii) share of depreciation or amortization with respect to such property (as determined under Proposed Treasury Regulation section 1.1245-1(e)(2)), until each such Partner has been allocated Recapture Gain equal to such lesser amount; and Second, the balance of Recapture Gain will be allocated among the Partners whose allocable shares of total gain exceed their shares of depreciation or amortization with respect to such property (as determined under Proposed Treasury Regulation section 1.1245-1(e)(2)), in proportion to their shares of total gain (including Recapture Gain) from the disposition of such property; provided, however, that no Partner will be allocated Recapture Gain under this Section 4.6(e) in excess of the total gain allocated to such Partner from such disposition.

Tax Allocations; Code Section 704(c). (a) For The income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes onlypurposes, each item among the Holders in accordance with the allocation of such income, gaingains, losslosses, deduction deductions and credit of expenses among the Partnership Holders 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 Partners Holders 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 the corresponding items of Profits and Losses and specially allocated items are allocated for computing their Capital Account purposesAccounts. (b) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, deduction and deduction expense with respect to any property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Holders so as to take account of any variation between the adjusted basis of such property to the Partnership Company for federal income tax purposes and its initial Gross Asset ValueFair Market Value at the time of contribution. (c) In If the event the Gross Asset Book Value of any Company asset of the Partnership shall be is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f) as provided in the provisions definition of this AgreementBook Value, subsequent allocations of items of taxable income, gain, loss loss, deduction and deduction expense with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Book Value in the same manner as under Code Section 704(c) of the Code and the Treasury Regulations thereunder). (d) Allocations of tax credit, tax credit recapture, and any items related thereto shall be allocated to the Holders according to their interests in such items as determined by the Managing Member taking into account the principles of Treasury Regulation Section 1.704- 1(b)(4)(ii). (e) Any elections or other decisions relating to such Section 704(c) allocations and “reverse Section 704(c) allocations” shall be made by the Partners Managing Member in any manner that reasonably reflects the purpose and intention intent of this Agreement. 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 Allocations pursuant to this Section 5.3 5.7 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 PartnerHolder’s Capital Account or share of Profitsprofits, Losseslosses, other items, items or distributions pursuant to any provision provisions of this Agreement.

Tax Allocations; Code Section 704(c). (a) For income tax purposes only, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes. (b) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value. (cb) In the event the Gross Asset Value of any asset of the Partnership shall be or has been adjusted pursuant to the provisions of this Agreement or any Prior Agreement, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Section 704(c) of the Code and the Treasury Regulations thereunder. (dc) Any elections or other decisions relating to such Section 704(c) allocations and “reverse Section 704(c) allocations” shall be made by the Partners in any manner that reasonably reflects the purpose and intention of this Agreement. 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 5.3 5.6 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. (d) Except as otherwise provided in Subsection 5.6(e) or Subsection 5.6(f), the Partnership shall use the “traditional method” (as defined in Regulations Section 1.704-3(b)) for purposes of computing section 704(c) allocations with respect to property contributed to the Partnership with a Gross Asset Value that differs from its adjusted tax basis at the time of contribution, and for purposes of computing reverse section 704(c) allocations with respect to property for which differences between Gross Asset Value and adjusted tax basis were or are created by a revaluation of Partnership property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f). (e) The Partnership shall use the “remedial allocation method” (as defined in Regulations Section 1.704-3(d)) for purposes of computing reverse section 704(c) allocations with respect to property for which differences between Gross Asset Value and adjusted tax basis are created upon the Partnership’s revaluation of Partnership property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f) as of the date of this Agreement in connection with the Capital Contribution by LJ VP in exchange for its Partnership Interest, and shall continue to use the remedial allocation method to the extent that it has previously used that method for purposes of computing reverse section 704(c) allocations with respect to property for which differences between Gross Asset Value and adjusted tax basis were created when the Partnership revalued Partnership property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f) as of March 19, 1996, and September 19, 2008. (f) The Partnership may use any method or combination of methods that is reasonable, under Regulations Section 1.704-3(a), that is proposed in writing by the General Partner and approved by the GE Representative Partner in writing, for purposes of computing section 704(c) allocations with respect to specific contributions of property, as identified in the General Partner’s written proposal, or for purposes of computing reverse section 704(c) allocations with respect to specific revaluations of property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f), as identified in the General Partner’s written proposal. (g) The Partnership shall account for any goodwill of the Partnership with respect to which there is a Code Section 734(b) basis adjustment consistent with the provisions of Regulations Section 1.197-2 (including Regulations Section 1.197-2(k), Example 31).

Tax Allocations; Code Section 704(c). (a) For income tax purposes only, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes. (b) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value. (cb) In the event the Gross Asset Value of any asset of the Partnership shall be or has been adjusted pursuant to the provisions of this Agreement or any Prior Agreement, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Section 704(c) of the Code and the Treasury Regulations thereunder. (dc) Any elections or other decisions relating to such Section 704(c) allocations and “reverse Section 704(c) allocations” shall be made by the Partners in any manner that reasonably reflects the purpose and intention of this Agreement. 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 5.3 5.6 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. (d) The Partnership shall continue to use the “remedial allocation method” (as defined in Regulations Section 1.704-3(d)) for purposes of computing section 704(c) allocations and reverse section 704(c) allocations to the extent that it previously adopted that method with respect to property contributed to the Partnership with a Gross Asset Value that differed from its adjusted tax basis at the time of contribution and property for which differences between Gross Asset Value and adjusted tax basis were created by a revaluation of Partnership property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f). (e) Except as otherwise provided in Subsection 5.6(d) or Subsection 5.6(f), the Partnership shall use the “traditional method” (as defined in Regulations Section 1.704-3(d)) for purposes of computing section 704(c) allocations with respect to property contributed to the Partnership with a Gross Asset Value that differs from its adjusted tax basis at the time of contribution and reverse section 704(c) allocations with respect to property for which differences between Gross Asset Value and adjusted tax basis are created when the Partnership revalues Partnership property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f). (f) The Partnership may use any method or combination of methods that is reasonable, under Regulations Section 1.704-3(a), that is proposed in writing by the General Partner and approved by the GE Representative Partner in writing, for purposes of computing section 704(c) allocations with respect to specific contributions of property, as identified in the General Partner’s written proposal, or for purposes of computing reverse section 704(c) allocations with respect to specific revaluations of property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f), as identified in the General Partner’s written proposal. (g) The Partnership shall account for any goodwill of the Partnership with respect to which there is a Code Section 734(b) basis adjustment consistent with the provisions of Regulations Section 1.197-2 (including Regulations Section 1.197-2(k), Example 31).