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

Tax Allocations; Code Section 704(c). (a) The income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Holders in accordance with the allocation of such income, gains, losses, deductions and expenses among the 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 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 computing their Capital Accounts. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, deduction and expense with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Holders 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 Fair Market Value at the time of contribution. (c) If the Book Value of any Company asset is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f) as provided in the definition of Book Value, subsequent allocations of items of taxable income, gain, loss, deduction and 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 Book Value in the same manner as under Code Section 704(c). (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 allocations shall be made by the Managing Member in any manner that reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to this Section 5.7 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 Holder’s Capital Account or share of profits, losses, other items or distributions pursuant to any provisions of this Agreement.

Tax Allocations; Code Section 704(c). (a) The income, gains, losses, deductions and expenses In the event any Partnership property is reflected on the books of the Company shall be allocated, for federal, state and local income Partnership at a book value that differs from the adjusted tax purposes, among the Holders in accordance with the allocation basis of such income, gains, losses, deductions and expenses among property at the 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 Holders for tax purposes time of its contribution to the extent permitted by the Code and other applicable law so as Partnership or its revaluation pursuant to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (bSection 1.704-l(b)(2)(iv)(d) In accordance with Code Section 704(cor 1.704-l(b)(2)(iv)(f) and of the Treasury Regulations thereunderRegulations, respectively, income, gain, loss, and deduction and expense with respect to any such property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Holders so as to take account of any variation between Partners in the adjusted basis of such property to the Company for federal income tax purposes and its Fair Market Value at the time of contribution. manner required by Code Section 704 (c) If and Sections 1.704-l(b)(4)(i) and 1.704-3 of the Book Value Treasury Regulations. Consistent with the foregoing, with respect to Partnership property owned as of any Company asset is adjusted pursuant to Treasury Regulation the date hereof, depreciation, amortization or other cost recovery deductions shall be allocated in accordance with the traditional method contained in Section 1.704-1(b)(2)(iv)(f3(b) as provided of the Treasury Regulations or any succeeding applicable provision, unless the General Partner has specifically agreed otherwise. For property acquired by or contributed to the Partnership 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 Section 1.704-3 of the definition Treasury Regulations or any similar succeeding applicable provision. For purposes of Book Valueallocating the Partnership’s earnings and profits to corporate Partners, subsequent allocations of items of taxable incomedepreciation, gain, loss, deduction amortization and expense with respect to such asset cost recovery deductions used in determining earnings and profits shall take account of any variation between be allocated among the adjusted basis of such asset for federal income tax purposes and its Book Value Partners in the same manner as under Code Section 704(c)allocations of depreciation, amortization and other cost recovery deductions for regular tax purposes, adjusted for differences in earnings and profits, bases and depreciation periods. (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). (eb) Any elections or other decisions relating to such allocations shall be made by the Managing Member Tax Matters Partner in any manner that reasonably reflects the purpose and intent intention of this Agreement. Allocations pursuant to this Section 5.7 4.08 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 HolderPerson’s Capital Account or share of profitsProfits, lossesLosses, other items items, or distributions pursuant to any provisions provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) The income, gains, losses, deductions and expenses In the event any Partnership property is reflected on the books of the Company shall be allocated, for federal, state and local income Partnership at a book value that differs from the adjusted tax purposes, among the Holders in accordance with the allocation basis of such income, gains, losses, deductions and expenses among property at the 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 Holders for tax purposes time of its contribution to the extent permitted by the Code and other applicable law so as Partnership or its revaluation pursuant to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunderSections 1.704-l(b)(2)(iv)(d) or 1.704-l(b)(2)(iv)(f), respectively, income, gain, loss, and deduction and expense with respect to any such property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Holders so as to take account of any variation between Partners in the adjusted basis of such property to the Company for federal income tax purposes and its Fair Market Value at the time of contribution. manner required by Code Section 704 (c) If and Treasury Regulations Sections 1.704-l(b)(4)(i) and 1.704-3. Consistent with the Book Value foregoing, with respect to Partnership property owned as of any Company asset is adjusted pursuant to the date hereof, depreciation, amortization or other cost recovery deductions shall be allocated in accordance with the traditional method contained in Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(f3(b) as provided or any succeeding applicable provision, unless the General Partner and a Contributing Partner have specifically agreed otherwise. For property acquired by or contributed to the Partnership 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 definition of Book ValuePartnership’s earnings and profits to corporate Partners, subsequent allocations of items of taxable incomedepreciation, gain, loss, deduction amortization and expense with respect to such asset cost recovery deductions used in determining earnings and profits shall take account of any variation between be allocated among the adjusted basis of such asset for federal income tax purposes and its Book Value Partners in the same manner as under Code Section 704(c)allocations of depreciation, amortization and other cost recovery deductions for regular tax purposes, adjusted for differences in earnings and profits, bases and depreciation periods. (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). (eb) Any elections or other decisions relating to such allocations shall be made by the Managing Member Tax Matters Partner in any manner that reasonably reflects the purpose and intent intention of this Agreement. Allocations pursuant to this Section 5.7 4.08 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 HolderPerson’s Capital Account or share of profitsProfits, lossesLosses, other items items, or distributions pursuant to any provisions provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) The income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Holders in accordance with the allocation of such income, gains, losses, deductions and expenses among the 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 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 computing their Capital Accounts. (b) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction and expense with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Holders 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 Fair Market Value at the time of contributioninitial Gross Asset Value. (cb) If In the Book event the Gross Asset Value of any asset of the Company asset is shall be adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f) as provided in the definition provisions of Book Valuethis Agreement, subsequent allocations of items of taxable income, gain, loss, loss and deduction and 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 Book Gross Asset 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). (ec) Any elections or other decisions relating to such Section 704(c) allocations shall be made by the Managing Member Members in any manner that reasonably reflects the purpose and intent intention of this Agreement. Allocations Section 704(c) allocations pursuant to this Section 5.7 5.6 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 HolderMember’s Capital Account or share of profitsProfits, lossesLosses, other items items, or distributions pursuant to any provisions provision of this Agreement. (d) Except as otherwise determined by the Managing Member, the Company 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 Company 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 are created when the Company revalues Company property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f); provided, however, that such other method must be approved by GECUSH for any period ending prior to or including March 17, 2015, to the extent such other method would have any adverse impact on a Former GE Member or Memco.

Tax Allocations; Code Section 704(c). (a) The income, gains, losses, deductions and expenses In the event any Partnership property is reflected on the books of the Company shall be allocated, for federal, state and local income Partnership at a book value that differs from the adjusted tax purposes, among the Holders in accordance with the allocation basis of such income, gains, losses, deductions and expenses among property at the 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 Holders for tax purposes time of its contribution to the extent permitted by the Code and other applicable law so as Partnership or its revaluation pursuant to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (bSection 1.704-l(b)(2)(iv)(d) In accordance with Code Section 704(cor 1.704-l(b)(2)(iv)(f) and of the Treasury Regulations thereunderRegulations, respectively, income, gain, loss, and deduction and expense with respect to any such property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Holders so as to take account of any variation between Partners in the adjusted basis of such property to the Company for federal income tax purposes and its Fair Market Value at the time of contribution. manner required by Code Section 704 (c) If and Sections 1.704-l(b)(4)(i) and 1.704-3 of the Book Value of Treasury Regulations. For property acquired by or contributed to the Partnership, the Tax Matters Partner shall, at its sole discretion and on a property by property basis, choose between any Company asset is adjusted pursuant to Treasury Regulation permissible method contained in Section 1.704-1(b)(2)(iv)(f) as provided 3 of the Treasury Regulations or any similar succeeding applicable provision. For purposes of allocating the Partnership’s earnings and profits to corporate Partners, depreciation, amortization and cost recovery deductions used in determining earnings and profits shall be allocated among the definition of Book Value, subsequent allocations of items of taxable income, gain, loss, deduction and 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 Book Value Partners in the same manner as under Code Section 704(c)allocations of depreciation, amortization and other cost recovery deductions for regular tax purposes, adjusted for differences in earnings and profits, bases and depreciation periods. (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). (eb) Any elections or other decisions relating to such allocations shall be made by the Managing Member Tax Matters Partner in any manner that reasonably reflects the purpose and intent intention of this Agreement. Allocations pursuant to this Section 5.7 4.08 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 HolderPerson’s Capital Account or share of profitsProfits, lossesLosses, other items items, or distributions pursuant to any provisions provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) The income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Holders in accordance with the allocation of such income, gains, losses, deductions and expenses among the 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 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 computing their Capital Accounts. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction and expense with respect to any property contributed to the capital of the Company Partnership shall, solely for tax purposes, be allocated among the Holders Partners so as to take account of any variation between the adjusted basis of such property to the Company Partnership for federal income tax purposes and its Fair Market initial Gross Asset Value at (computed in accordance with subparagraph (a) of the time definition of contribution“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) If In the Book event the Gross Asset Value of any Company Partnership asset is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(fsubparagraph (b) as provided in of the definition of Book “Gross Asset Value”, subsequent allocations of items of taxable income, gain, loss, and deduction and 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 Book Gross Asset Value in the same manner as under Code Section 704(c)) and the Treasury Regulations thereunder. (dc) Allocations of tax creditSubject to Section B.2.7(a), 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 allocations shall be made by the Managing Member in any manner that reasonably reflects the purpose and intent of this AgreementGeneral Partner. Allocations pursuant to this Section 5.7 B.2.7 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 HolderPartner’s Capital Account or share of profitsProfits, lossesLosses, other items items, or distributions pursuant to any provisions 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) The income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Holders Members in accordance with the allocation of such income, gains, losses, deductions and expenses among the Holders such Member 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 Holders Members for tax purposes to the extent permitted by the Code and other applicable law law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) In accordance with . Notwithstanding the previous sentence, such items shall be allocated among the Members in a different manner to the extent required by Code Section 704(c) and the Treasury Regulations thereunderthereunder (dealing with contributed property), incomeTreasury Regulations Sections 1.704-1(b)(2)(iv)(f) (dealing with property having a book value different than its tax basis) and 1.704-1(b)(4)(ii) (dealing with tax credit items). The Members agree that, gainfor purposes of Section 704(c) of the Code, loss, deduction and expense (i) with respect to any tax items attributable to property contributed to the capital Company on the A&R Effective Date of this Agreement and having a book value different than its tax basis, the Company shallwill use the “remedial method” as described in Treasury Regulations Section 1.704-3(d), solely for and (ii) with respect to tax purposes, be allocated among the Holders so as items attributable to take account of any variation between the adjusted basis of such other book-tax differences (whether from property contributed to the Company for federal income tax purposes and its Fair Market Value at in the time future, or resulting from revaluations of contribution. (c) If Company property), the Book Value of any Company asset is adjusted pursuant to will use the “traditional method” as described in Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(f3(b) as provided unless the Board in its reasonable discretion directs the definition of Book Value, subsequent allocations of items of taxable income, gain, loss, deduction and expense with respect Company to such asset shall take account of any variation between use a method other than the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c). (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 allocations shall be made by the Managing Member in any manner that reasonably reflects the purpose and intent of this Agreementtraditional method. Allocations pursuant to this Section 5.7 4.4 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 HolderMember’s Capital Account or share of profits, losses, other items or distributions pursuant to any provisions of this Agreement.. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 38

Tax Allocations; Code Section 704(c). (a) The income, gains, losses, deductions and expenses In the event any Partnership property is reflected on the books of the Company shall be allocated, for federal, state and local income Partnership at a book value that differs from the adjusted tax purposes, among the Holders in accordance with the allocation basis of such income, gains, losses, deductions and expenses among property at the 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 Holders for tax purposes time of its contribution to the extent permitted by the Code and other applicable law so as Partnership or its revaluation pursuant to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunderSections 1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f), respectively, income, gain, loss, and deduction and expense with respect to any such property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Holders so Partners in the manner required by Code Section 704(c) and Treasury Regulations Sections 1.704-1(b)(4)(i) and 1.704-3. Consistent with the foregoing, with respect to Partnership property owned as to take account of any variation between the adjusted basis of such property to date hereof, depreciation, amortization or other cost recovery deductions shall be allocated in accordance with the Company for federal income tax purposes and its Fair Market Value at the time of contribution. (c) If the Book Value of any Company asset is adjusted pursuant to traditional method contained in Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(f3(b) as provided or any succeeding applicable provision, unless the General Partner and a Contributing Partner have specifically agreed otherwise. For property acquired by or contributed to the Partnership 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 definition of Book ValuePartnership's earnings and profits to corporate Partners, subsequent allocations of items of taxable incomedepreciation, gain, loss, deduction amortization and expense with respect to such asset cost recovery deductions used in determining earnings and profits shall take account of any variation between be allocated among the adjusted basis of such asset for federal income tax purposes and its Book Value Partners in the same manner as under Code Section 704(c)allocations of depreciation, amortization and other cost recovery deductions for regular tax purposes, adjusted for differences in earnings and profits, bases and depreciation periods. (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). (eb) Any elections or other decisions relating to such allocations shall be made by the Managing Member Tax Matters Partner in any manner that reasonably reflects the purpose and intent intention of this Agreement. Allocations pursuant to this Section 5.7 4.08 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 Holder’s Person's Capital Account or share of profitsProfits, lossesLosses, other items items, or distributions pursuant to any provisions provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) The income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Holders in accordance with the allocation of such income, gains, losses, deductions and expenses among the 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 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 computing their Capital Accounts. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction and expense with respect to any property contributed to the capital of the Company Partnership shall, solely for tax purposes, be allocated among the Holders Partners so as to take account of any variation between the adjusted basis of such property to the Company Partnership for federal income tax purposes and its Fair Market initial Gross Asset Value at (computed in accordance with subparagraph (a) of the time definition of contribution“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) If In the Book event the Gross Asset Value of any Company Partnership asset is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(fsubparagraph (b) as provided in of the definition of Book “Gross Asset Value”, subsequent allocations of items of taxable income, gain, loss, and deduction and 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 Book Gross Asset Value in the same manner as under Code Section 704(c)) and the Treasury Regulations thereunder. (dc) Allocations of tax creditSubject to Section B.2.7(a), 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 allocations shall be made by the Managing Member in any manner that reasonably reflects the purpose and intent of this AgreementGeneral Partner. Allocations pursuant to this Section 5.7 B.2.7 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 HolderPartner’s Capital Account or share of profitsProfits, lossesLosses, other items items, or distributions pursuant to any provisions 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) The income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Holders in accordance with the allocation of such income, gains, losses, deductions and expenses among the 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 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 computing their Capital Accounts. (b) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction and expense with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Holders 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 Fair Market Value at the time of contributioninitial Gross Asset Value. (cb) If In the Book event the Gross Asset Value of any asset of the Company asset is shall be adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f) as provided in the definition provisions of Book Valuethis Agreement, subsequent allocations of items of taxable income, gain, loss, loss and deduction and 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 Book Gross Asset 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). (ec) Any elections or other decisions relating to such Section 704(c) allocations shall be made by the Managing Member Members in any manner that reasonably reflects the purpose and intent intention of this Agreement. Allocations Section 704(c) allocations pursuant to this Section 5.7 5.6 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 HolderMember’s Capital Account or share of profitsProfits, lossesLosses, other items items, or distributions pursuant to any provisions provision of this Agreement. (d) Except as otherwise determined by the Managing Member, the Company 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 Company 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 are created when the Company revalues Company property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f); provided, however, that such other method must be approved by Memco for any period ending prior to or including the Effective Date, to the extent such other method would have any adverse impact on a Former GE Member.

Tax Allocations; Code Section 704(c). (a) The income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Holders in accordance with the allocation of such income, gains, losses, deductions and expenses among the 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 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 computing their Capital Accounts. (b) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction and expense with respect to any property contributed to the capital of the Company Partnership shall, solely for tax purposes, be allocated among the Holders Partners so as to take account of any variation between the adjusted basis of such property to the Company Partnership for federal income tax purposes and its Fair Market Value at the time of contributioninitial Gross Asset Value. (cb) If In the Book event the Gross Asset Value of any Company asset is of the Partnership shall be or has been adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f) as provided in the definition provisions of Book Valuethis Agreement or any Prior Agreement, subsequent allocations of items of taxable income, gain, loss, loss and deduction and 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 Book Gross Asset 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). (ec) Any elections or other decisions relating to such Section 704(c) allocations shall be made by the Managing Member Partners in any manner that reasonably reflects the purpose and intent intention of this Agreement. Allocations Section 704(c) allocations pursuant to this Section 5.7 5.6 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 HolderPartner’s Capital Account or share of profitsProfits, lossesLosses, other items items, or distributions pursuant to any provisions 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).

Tax Allocations; Code Section 704(c). (a) The income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Holders Members in accordance with the allocation of such income, gains, losses, deductions and expenses among the Holders Members for computing their Capital Accounts, except that EXCEPT THAT if any such allocation is not permitted by the Code or other applicable law, the Company’s 's subsequent income, gains, losses, deductions and expenses shall be allocated among the Holders for tax purposes to the extent permitted by the Code and other applicable law Members so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, deduction and expense with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Holders 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 Fair Market Value fair market value at the time of contribution. (c) If the Book Value of any Company asset is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f) as provided in the definition of Book ValueSECTION 4.2, subsequent allocations of items of taxable income, gain, loss, deduction and 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 Book Value in the same manner as under Code Section 704(c). (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 allocations shall be made by the Managing Member Members in any manner that reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to this Section 5.7 SECTION 5.8 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 Holder’s Member's Capital Account or share of profits, losses, other items or distributions pursuant to any 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) The income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Holders in accordance with the allocation of such income, gains, losses, deductions and expenses among the 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 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 computing their Capital Accounts. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, deduction and expense with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Holders 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 Fair Market Value at the time of contribution. (c) If the Book Value of any Company asset is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f) as provided in the definition of Book Value, subsequent allocations of items of taxable income, gain, loss, deduction and 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 Book Value in the same manner as under Code Section 704(c). (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 Board taking into account the principles of Treasury Regulation Section 1.704- 1.704-1(b)(4)(ii). (e) 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 intent of this Agreement. Allocations pursuant to this Section 5.7 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 Holder’s Capital Account or share of profits, losses, other items or distributions Distributions pursuant to any provisions of this Agreement.

Tax Allocations; Code Section 704(c). (a) The income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Holders in accordance with the allocation of such income, gains, losses, deductions and expenses among the 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 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 computing their Capital Accounts. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, solely for income tax purposes, income, gain, loss, loss and deduction and expense with respect to any property contributed to the capital of the Company Partnership (including income, gain, loss and deduction determined with respect to the alternative minimum tax) shall, solely for tax purposes, be allocated among the Holders Partners so as to take account of any variation between the adjusted basis of such property to the Company Partnership for federal income tax purposes (including such adjusted basis for alternative minimum tax purposes) and its Fair Market Value at 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 time of contributionnon-contributing Partners. (cb) If In the Book event the Gross Asset Value of any Company Partnership asset is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(fparagraph (ii) as provided in of the definition of Book “Gross Asset Value” contained herein, solely for federal income tax purposes, subsequent allocations of items of taxable income, gain, loss, loss and deduction and expense 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 Book Gross Asset Value in the same manner as under Code Section 704(c)) and the 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). (ec) Any elections or other decisions relating to such allocations shall under this Section 4.6, including the selection of any allocation method permitted under Regulations Section 1.704-3, will be made as approved by the Managing Member General Partner in any manner that reasonably reflects the purpose and intent intention of this Agreement. Except as otherwise provided in this Section 4.6, all items of Partnership income, gain, loss, deduction and credit will for tax purposes be divided among the Partners in the same manner as they share correlative Profits, Losses or Partnership items of income, gain, loss or deduction, as the case may be, for the taxable year. Allocations pursuant to this Section 5.7 4.6 are solely for purposes of federal, state and local taxes and shall will not affect, or in any way be taken into account in computing, any HolderPartner’s Capital Account or share of profitsProfits, losses, Losses or other items or distributions pursuant to any provisions 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.