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

Tax Allocations; Code Section 704(c). (a) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, gain and loss, as determined for tax purposes, with respect to any property (“Section 704(c) Property”) contributed to the Company the Book Value of which differs from its adjusted basis for Federal income tax purposes shall, for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for Federal income tax purposes and its Book Value in accordance with the any method permitted under Treasury Regulations Section 1.704-3 which the Managers determine is appropriate. (b) Any elections or other decisions relating to such allocations shall be made by the Managers in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.4 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 Member’s Capital Account or share of Net Profit, Net Loss, other items, or distributions pursuant to any provisions of this Agreement. (c) In the event of any termination of the Company under Section 708(b)(1)(B) of the Code, the Company’s deemed liquidating distributions to each Member shall be deemed to include any Section 704(c) Property theretofore contributed by such Member to the Company and still owned by the Company at the time of such termination, provided, however, that the balances in the Members’ respective Capital Accounts in the Company as reconstituted after such deemed liquidation shall in any event equal what such Capital Account balances would have been in the absence of this Section 5.4(c). (d) The Company shall have the authority to make (and abstain from making) all Company elections permitted under the Code, including elections of methods of depreciation and elections under Code Section 754. Without limiting the foregoing, the Company shall file such Section 754 election in connection with the purchase by 2012 DOOH of certain Interests of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Revocable Trust, Under Declaration of Trust Dated April 24, 1998, as Amended and Restated and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the 2011 Sachs Family Trust.

Tax Allocations; Code Section 704(c). (a) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, gain and loss, as determined for tax purposes, with respect to any property (“Section 704(c) Property”) contributed to the Company the Book Value of which differs from its adjusted basis for Federal income tax purposes shall, for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for Federal income tax purposes and its Book Value in accordance with the any method permitted under Treasury Regulations Section 1.704-3 which the Managers determine is appropriate. (b) Any elections or other decisions relating to such allocations shall be made by the Managers in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.4 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 Member’s Capital Account or share of Net Profit, Net Loss, other items, or distributions pursuant to any provisions of this Agreement. (c) In the event of any termination of the Company under Section 708(b)(1)(B) of the Code, the Company’s deemed liquidating distributions to each Member shall be deemed to include any Section 704(c) Property theretofore contributed by such Member to the Company and still owned by the Company at the time of such termination, provided, however, that the balances in the Members’ respective Capital Accounts in the Company as reconstituted after such deemed liquidation shall in any event equal what such Capital Account balances would have been in the absence of this Section 5.4(c). (d) The Company shall have the authority to make (and abstain from making) all Company elections permitted under the Code, including elections of methods of depreciation and elections under Code Section 754. Without limiting the foregoing, the Company shall file such Section 754 election in connection with the purchase by 2012 DOOH of certain Interests of ▇G▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the ▇G▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Revocable Trust, Under Declaration of Trust Dated April 24, 1998, as Amended and Restated and ▇G▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the 2011 Sachs Family Trust.

Tax Allocations; Code Section 704(c). (a) In accordance with Code the event any Partnership property is reflected on the books of the Partnership at a book value that differs from the adjusted tax basis of such property at the time of its contribution to the Partnership or its revaluation pursuant to Section 704(c1.704-l(b)(2)(iv)(d) and or 1.704-l(b)(2)(iv)(f) of the Treasury Regulations thereunderRegulations, gain and respectively, income, gain, loss, as determined for tax purposes, and deduction with respect to any such property (“Section 704(c) Property”) contributed to the Company the Book Value of which differs from its adjusted basis for Federal income tax purposes shall, solely for tax purposes, be allocated among the Members so Partners in the manner required by Code Section 704 (c) and Sections 1.704-l(b)(4)(i) and 1.704-3 of the Treasury Regulations. 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 the Company for Federal income tax purposes and its Book Value date hereof, depreciation, amortization or other cost recovery deductions shall be allocated in accordance with the any traditional method permitted under contained in Section 1.704-3(b) 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 which of the Managers determine is appropriateTreasury 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 Partners in the same manner as allocations of depreciation, amortization and other cost recovery deductions for regular tax purposes, adjusted for differences in earnings and profits, bases and depreciation periods. (b) Any elections or other decisions relating to such allocations shall be made by the Managers Tax Matters Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.4 4.08 are solely for purposes of Federalfederal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any MemberPerson’s Capital Account or share of Net ProfitProfits, Net LossLosses, other items, or distributions pursuant to any provisions provision of this Agreement. (c) In the event of any termination of the Company under Section 708(b)(1)(B) of the Code, the Company’s deemed liquidating distributions to each Member shall be deemed to include any Section 704(c) Property theretofore contributed by such Member to the Company and still owned by the Company at the time of such termination, provided, however, that the balances in the Members’ respective Capital Accounts in the Company as reconstituted after such deemed liquidation shall in any event equal what such Capital Account balances would have been in the absence of this Section 5.4(c). (d) The Company shall have the authority to make (and abstain from making) all Company elections permitted under the Code, including elections of methods of depreciation and elections under Code Section 754. Without limiting the foregoing, the Company shall file such Section 754 election in connection with the purchase by 2012 DOOH of certain Interests of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Revocable Trust, Under Declaration of Trust Dated April 24, 1998, as Amended and Restated and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the 2011 Sachs Family Trust.

Tax Allocations; Code Section 704(c). (a) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, gain and income, gain, loss, as determined for tax purposes, and deduction with respect to any property (“Section 704(c) Property”) contributed to the capital of the Company the Book Value of which differs from its adjusted basis for Federal income tax purposes shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for Federal federal income tax purposes and its Book Value in accordance with the any method permitted under Treasury Regulations Section 1.704-3 which the Managers determine is appropriateinitial Gross Asset Value. (b) In the event the Gross Asset Value of any asset of the Company 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. (c) Any elections or other decisions relating to such Section 704(c) allocations shall be made by the Managers Members in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations Section 704(c) allocations pursuant to this Section 5.4 5.6 are solely for purposes of Federalfederal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net ProfitProfits, Net LossLosses, other items, or distributions pursuant to any provisions provision of this Agreement. (cd) In Except as otherwise determined by the event of any termination of Managing Member, the Company under shall use the “traditional method” (as defined in Regulations Section 708(b)(1)(B1.704-3(b)) for purposes of the Code, the Company’s deemed liquidating distributions to each Member shall be deemed to include any Section computing section 704(c) Property theretofore allocations with respect to property contributed by such Member to the Company and still owned by the Company with a Gross Asset Value that differs from its adjusted tax basis at the time of such terminationcontribution, 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 balances in the Members’ respective Capital Accounts in the Company as reconstituted after extent such deemed liquidation shall in any event equal what such Capital Account balances other method would have been in the absence of this Section 5.4(c)any adverse impact on a Former GE Member or Memco. (d) The Company shall have the authority to make (and abstain from making) all Company elections permitted under the Code, including elections of methods of depreciation and elections under Code Section 754. Without limiting the foregoing, the Company shall file such Section 754 election in connection with the purchase by 2012 DOOH of certain Interests of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Revocable Trust, Under Declaration of Trust Dated April 24, 1998, as Amended and Restated and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the 2011 Sachs Family Trust.

Tax Allocations; Code Section 704(c). (a) In accordance with Code the event any Partnership property is reflected on the books of the Partnership at a book value that differs from the adjusted tax basis of such property at the time of its contribution to the Partnership or its revaluation pursuant to Section 704(c1.704-l(b)(2)(iv)(d) and or 1.704-l(b)(2)(iv)(f) of the Treasury Regulations thereunderRegulations, gain and respectively, income, gain, loss, as determined for tax purposes, and deduction with respect to any such property (“Section 704(c) Property”) contributed to the Company the Book Value of which differs from its adjusted basis for Federal income tax purposes shall, solely for tax purposes, be allocated among the Members so as to take account Partners in the manner required by Code Section 704 (c) and Sections 1.704-l(b)(4)(i) and 1.704-3 of any variation between the adjusted basis of such Treasury Regulations. For property acquired by or contributed to the Company for Federal income tax purposes Partnership, the Tax Matters Partner shall, at its sole discretion and its Book Value on a property by property basis, choose between any permissible method contained in accordance with the any method permitted under Treasury Regulations Section 1.704-3 which of the Managers determine is appropriateTreasury 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 Partners in the same manner as allocations of depreciation, amortization and other cost recovery deductions for regular tax purposes, adjusted for differences in earnings and profits, bases and depreciation periods. (b) Any elections or other decisions relating to such allocations shall be made by the Managers Tax Matters Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.4 4.08 are solely for purposes of Federalfederal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any MemberPerson’s Capital Account or share of Net ProfitProfits, Net LossLosses, other items, or distributions pursuant to any provisions provision of this Agreement. (c) In the event of any termination of the Company under Section 708(b)(1)(B) of the Code, the Company’s deemed liquidating distributions to each Member shall be deemed to include any Section 704(c) Property theretofore contributed by such Member to the Company and still owned by the Company at the time of such termination, provided, however, that the balances in the Members’ respective Capital Accounts in the Company as reconstituted after such deemed liquidation shall in any event equal what such Capital Account balances would have been in the absence of this Section 5.4(c). (d) The Company shall have the authority to make (and abstain from making) all Company elections permitted under the Code, including elections of methods of depreciation and elections under Code Section 754. Without limiting the foregoing, the Company shall file such Section 754 election in connection with the purchase by 2012 DOOH of certain Interests of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Revocable Trust, Under Declaration of Trust Dated April 24, 1998, as Amended and Restated and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the 2011 Sachs Family Trust.

Tax Allocations; Code Section 704(c). (a) In The income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and expenses among such Members for computing their Capital Accounts, except that if any such allocation is not permitted by the Code or other applicable law, the Company’s subsequent income, gains, losses, deductions and expenses shall be allocated among the Members for tax purposes to the extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. 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), gain Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) (dealing with property having a book value different than its tax basis) and loss1.704-1(b)(4)(ii) (dealing with tax credit items). The Members agree that, as determined for tax purposespurposes of Section 704(c) of the Code, with respect to tax items attributable to any book-tax differences (whether from property (“Section 704(c) Property”) contributed to the Company the Book Value or resulting from revaluations of which differs from its adjusted basis for Federal income tax purposes shallCompany property), for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for Federal income tax purposes and its Book Value will use the “remedial method” as described in accordance with the any method permitted under Treasury Regulations Section 1.704-3 which 3(d) unless the Managers determine is appropriate. Board directs (bsubject to Section 6.12.2.1) Any elections or the Company to use a method other decisions relating to such allocations shall be made by than the Managers in any manner that reasonably reflects the purpose and intention of this Agreementremedial method. Allocations pursuant to this Section 5.4 4.4 are solely for purposes of Federalfederal, state, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Profitprofits, Net Losslosses, other items, items or distributions pursuant to any provisions of this Agreement. (c) In the event of any termination of the Company under Section 708(b)(1)(B) of the Code, the Company’s deemed liquidating distributions to each Member shall be deemed to include any Section 704(c) Property theretofore contributed by such Member to the Company and still owned by the Company at the time of such termination, provided, however, that the balances in the Members’ respective Capital Accounts in the Company as reconstituted after such deemed liquidation shall in any event equal what such Capital Account balances would have been in the absence of this Section 5.4(c). (d) The Company shall have the authority to make (and abstain from making) all Company elections permitted under the Code, including elections of methods of depreciation and elections under Code Section 754. Without limiting the foregoing, the Company shall file such Section 754 election in connection with the purchase by 2012 DOOH of certain Interests of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Revocable Trust, Under Declaration of Trust Dated April 24, 1998, as Amended and Restated and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the 2011 Sachs Family Trust.

Tax Allocations; Code Section 704(c). (a) In The income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and expenses among 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 Members for tax purposes to the extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. 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), gain Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) (dealing with property having a book value different than its tax basis) and loss1.704-1(b)(4)(ii) (dealing with tax credit items). The Members agree that, as determined for tax purposespurposes of Section 704(c) of the Code, (i) with respect to any tax items attributable to property (“Section 704(c) Property”) contributed to the Company on the Book Value A&R Effective Date of which differs from this Agreement and having a book value different than its adjusted basis for Federal income tax purposes shallbasis, for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for Federal income tax purposes and its Book Value will use the “remedial method” as described in accordance with the any method permitted under Treasury Regulations Section 1.704-3 which 3(d), and (ii) with respect to tax items attributable to any other book-tax differences (whether from property contributed to the Managers determine is appropriate. (bCompany in the future, or resulting from revaluations of Company property), the Company will use the “traditional method” as described in Treasury Regulations Section 1.704-3(b) Any elections or unless the Board in its reasonable discretion directs the Company to use a method other decisions relating to such allocations shall be made by than the Managers in any manner that reasonably reflects the purpose and intention of this Agreementtraditional method. Allocations pursuant to this Section 5.4 4.4 are solely for purposes of Federalfederal, state, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Profitprofits, Net Losslosses, other items, items or distributions pursuant to any provisions of this Agreement. (c) In . *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the event of any termination Securities and Exchange Commission pursuant to Rule 24b-2 of the Company under Section 708(b)(1)(B) Securities Exchange Act of the Code, the Company’s deemed liquidating distributions to each Member shall be deemed to include any Section 704(c) Property theretofore contributed by such Member to the Company and still owned by the Company at the time of such termination, provided, however, that the balances in the Members’ respective Capital Accounts in the Company as reconstituted after such deemed liquidation shall in any event equal what such Capital Account balances would have been in the absence of this Section 5.4(c). (d) The Company shall have the authority to make (and abstain from making) all Company elections permitted under the Code, including elections of methods of depreciation and elections under Code Section 754. Without limiting the foregoing, the Company shall file such Section 754 election in connection with the purchase by 2012 DOOH of certain Interests of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Revocable Trust, Under Declaration of Trust Dated April 24, 19981934, as Amended and Restated and ▇▇▇▇▇▇ ▇amended. ▇▇▇▇▇, not individually but as Trustee of the 2011 Sachs Family Trust.38

Tax Allocations; Code Section 704(c). (a) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, gain and income, gain, loss, as determined for tax purposes, and deduction with respect to any property (“Section 704(c) Property”) contributed to the capital of the Company the Book Value of which differs from its adjusted basis for Federal income tax purposes shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for Federal federal income tax purposes and its Book Value in accordance with the any method permitted under Treasury Regulations Section 1.704-3 which the Managers determine is appropriateinitial Gross Asset Value. (b) In the event the Gross Asset Value of any asset of the Company 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. (c) Any elections or other decisions relating to such Section 704(c) allocations shall be made by the Managers Members in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations Section 704(c) allocations pursuant to this Section 5.4 5.6 are solely for purposes of Federalfederal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net ProfitProfits, Net LossLosses, other items, or distributions pursuant to any provisions provision of this Agreement. (cd) In Except as otherwise determined by the event of any termination of Managing Member, the Company under shall use the “traditional method” (as defined in Regulations Section 708(b)(1)(B1.704-3(b)) for purposes of the Code, the Company’s deemed liquidating distributions to each Member shall be deemed to include any Section computing section 704(c) Property theretofore allocations with respect to property contributed by such Member to the Company and still owned by the Company with a Gross Asset Value that differs from its adjusted tax basis at the time of such terminationcontribution, 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 balances in Effective Date, to the Members’ respective Capital Accounts in the Company as reconstituted after extent such deemed liquidation shall in any event equal what such Capital Account balances other method would have been in the absence of this Section 5.4(c)any adverse impact on a Former GE Member. (d) The Company shall have the authority to make (and abstain from making) all Company elections permitted under the Code, including elections of methods of depreciation and elections under Code Section 754. Without limiting the foregoing, the Company shall file such Section 754 election in connection with the purchase by 2012 DOOH of certain Interests of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Revocable Trust, Under Declaration of Trust Dated April 24, 1998, as Amended and Restated and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the 2011 Sachs Family Trust.

Tax Allocations; Code Section 704(c). (a) For income tax purposes only, each item of income, gain, loss, deduction and credit of the Company shall be allocated among the Members 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, gain and income, gain, loss, as determined for tax purposes, and deduction with respect to any property (“Section 704(c) Property”) contributed to the capital of the Company the Book Value of which differs from its adjusted basis for Federal income tax purposes shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for Federal federal income tax purposes and its Book Value in accordance with the any method permitted under Treasury Regulations Section 1.704-3 which the Managers determine is appropriateinitial Gross Asset Value. (bc) In the event the Gross Asset Value of any asset of the Company 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 made pursuant to Section 6.2(b) hereof and “reverse Section 704(c) allocations” made pursuant to Section 6.2(c) hereof shall be made agreed by the Managers Class A Members, the Class A-1 Members, the Class B Members and the Class C Members in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations Unless otherwise agreed by the Class A Members, the Class A-1 Members, the Class B Members and the Class C Members, the Company shall use the “traditional allocation method” for such allocations, in accordance with Treas. Reg. §1.704-3(b). Section 704(c) allocations pursuant to this Section 5.4 6.2 are solely for purposes of Federalfederal, state, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net ProfitProfits, Net LossLosses, other items, items or distributions pursuant to any provisions provision of this Agreement. (c) In the event of any termination of the Company under Section 708(b)(1)(B) of the Code, the Company’s deemed liquidating distributions to each Member shall be deemed to include any Section 704(c) Property theretofore contributed by such Member to the Company and still owned by the Company at the time of such termination, provided, however, that the balances in the Members’ respective Capital Accounts in the Company as reconstituted after such deemed liquidation shall in any event equal what such Capital Account balances would have been in the absence of this Section 5.4(c). (d) The Company shall have the authority to make (and abstain from making) all Company elections permitted under the Code, including elections of methods of depreciation and elections under Code Section 754. Without limiting the foregoing, the Company shall file such Section 754 election in connection with the purchase by 2012 DOOH of certain Interests of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Revocable Trust, Under Declaration of Trust Dated April 24, 1998, as Amended and Restated and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the 2011 Sachs Family Trust.

Tax Allocations; Code Section 704(c). (a) In accordance with Code Section 704(c) and the event any Partnership property is reflected on the books of the Partnership at a book value that differs from the adjusted tax basis of such property at the time of its contribution to the Partnership or its revaluation pursuant to Treasury Regulations thereunderSections 1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f), gain and respectively, income, gain, loss, as determined for tax purposes, and deduction with respect to any such property (“Section 704(c) Property”) contributed to the Company the Book Value of which differs from its adjusted basis for Federal income tax purposes shall, solely for tax purposes, be allocated among the Members 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 the Company for Federal income tax purposes and its Book Value 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 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 permitted under contained in Treasury Regulations Section 1.704-3 which or any similar succeeding applicable provision. For purposes of allocating the Managers determine is appropriatePartnership's earnings and profits to corporate Partners, depreciation, amortization and cost recovery deductions used in determining earnings and profits shall be allocated among the Partners in the same manner as allocations of depreciation, amortization and other cost recovery deductions for regular tax purposes, adjusted for differences in earnings and profits, bases and depreciation periods. (b) Any elections or other decisions relating to such allocations shall be made by the Managers Tax Matters Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.4 4.08 are solely for purposes of Federalfederal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Person's Capital Account or share of Net ProfitProfits, Net LossLosses, other items, or distributions pursuant to any provisions provision of this Agreement. (c) In the event of any termination of the Company under Section 708(b)(1)(B) of the Code, the Company’s deemed liquidating distributions to each Member shall be deemed to include any Section 704(c) Property theretofore contributed by such Member to the Company and still owned by the Company at the time of such termination, provided, however, that the balances in the Members’ respective Capital Accounts in the Company as reconstituted after such deemed liquidation shall in any event equal what such Capital Account balances would have been in the absence of this Section 5.4(c). (d) The Company shall have the authority to make (and abstain from making) all Company elections permitted under the Code, including elections of methods of depreciation and elections under Code Section 754. Without limiting the foregoing, the Company shall file such Section 754 election in connection with the purchase by 2012 DOOH of certain Interests of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Revocable Trust, Under Declaration of Trust Dated April 24, 1998, as Amended and Restated and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, not individually but as Trustee of the 2011 Sachs Family Trust.