Common use of Tax Basis Limitation Clause in Contracts

Tax Basis Limitation. If, as a result of the application of Code Section 704(d), the federal income tax loss associated with an allocation of Losses allocated to a Partner pursuant to Subsection 5.2(a) or Subsection 5.2(b)(i) cannot be claimed by such Partner for the taxable year during which such Losses arose, then such Losses may be reallocated as set forth in this Subsection 5.2(b)(ii), but only to the extent such Partner consents to such reallocation, in the following manner and order: (A) if any Penske Partner (other than PAG) is limited to any extent by Code Section 704(d) with respect to its ability to claim tax losses associated with an allocation of Losses pursuant to Subsection 5.2(a) or Subsection 5.2(b)(i), then the other Penske Partners among such group that are not so limited may elect, by written notice to the General Partner, to have such Losses allocated to them in proportion to and to the extent of the amount of such Losses that can be allocated to each such Penske Partner without causing its ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d) and without causing it to have an Adjusted Capital Account Deficit; and (B) if PTL GP is limited to any extent by Code Section 704(d) with respect to its ability to claim tax losses associated with an allocation of Losses pursuant to Subsection 5.2(a) or Subsection 5.2(b)(i), then the Penske Partners (other than PAG) that are not so limited may elect, by written notice to the General Partner, to have up to eighty-two percent (82%) of such Losses allocated to them in proportion to and to the extent of the amount of such Losses that can be allocated to each such Penske Partner without causing its ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d) and without causing it to have an Adjusted Capital Account Deficit, and PAG may elect, by written notice to the General Partner, to have up to eighteen percent (18%) of such Losses allocated to it to the extent of the amount of such Losses that can be allocated to PAG without causing its ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d) and without causing it to have an Adjusted Capital Account Deficit.

Tax Basis Limitation. If, as a result of the application of Code Section 704(d), the federal income tax loss associated with an allocation of Losses allocated to a Partner pursuant to Subsection 5.2(a) or Subsection 5.2(b)(i) cannot be claimed by such Partner for the taxable year during which such Losses arose, then such Losses may be reallocated as set forth in this Subsection 5.2(b)(ii), but only to the extent such Partner consents to such reallocation, in the following manner and order: (A) if any Penske Partner (other than PAG) PAG is limited to any extent by Code Section 704(d) with respect to its ability to claim tax losses associated with an allocation of Losses pursuant to Subsection 5.2(a) or Subsection 5.2(b)(i), then the other Penske Partners among such group that are not so limited may elect, by written notice to the General Partner, to have such Losses allocated to them in proportion to and to the extent of the amount of such Losses that can be allocated to each such Penske Partner without causing its ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d) and without causing it to have an Adjusted Capital Account Deficit; (B) if any GE Partner is limited to any extent by Code Section 704(d) with respect to its ability to claim tax losses associated with an allocation of Losses pursuant to Subsection 5.2(a) or Subsection 5.2(b)(i), then the other GE Partners among such group that are not so limited may elect, by written notice to the General Partner, to have such Losses allocated to them in proportion to and to the extent of the amount of such Losses that can be allocated to each such GE Partner without causing its ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d) and without causing it to have an Adjusted Capital Account Deficit; and (BC) if PTL GP is limited to any extent by Code Section 704(d) with respect to its ability to claim tax losses associated with an allocation of Losses pursuant to Subsection 5.2(a) or Subsection 5.2(b)(i), then the Penske Partners (other than PAG) that are not so limited may elect, by written notice to the General Partner, to have up to eighty-two percent (82%) of such Losses allocated to them in proportion to and to the extent of the amount of such Losses that can be allocated to each such Penske Partner without causing its ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d) and without causing it to have an Adjusted Capital Account Deficit, and PAG may elect, by written notice to the General Partner, to have up to eighteen percent (18%) of such Losses allocated to it to the extent of the amount of such Losses that can be allocated to PAG without causing its ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d) and without causing it to have an Adjusted Capital Account Deficit.

Tax Basis Limitation. If, as a result of the application of Code Section 704(d), the federal income tax loss associated with an allocation of Losses allocated to a Partner pursuant to Subsection 5.2(a) or Subsection 5.2(b)(i) cannot be claimed by such Partner for the taxable year during which such Losses arose, then such Losses may be reallocated as set forth in this Subsection 5.2(b)(ii), but only to the extent such Partner consents to such reallocation, in the following manner and order: (A) if any Penske Partner (other than PAG) PAG is limited to any extent by Code Section 704(d) with respect to its ability to claim tax losses associated with an allocation of Losses pursuant to Subsection 5.2(a) or Subsection 5.2(b)(i), then the other Penske Partners among such group that are not so limited may elect, by written notice to the General Partner, to have such Losses allocated to them in proportion to and to the extent of the amount of such Losses that can be allocated to each such Penske Partner without causing its ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d) and without causing it to have an Adjusted Capital Account Deficit; (B) if any GE Partner is limited to any extent by Code Section 704(d) with respect to its ability to claim tax losses associated with an allocation of Losses pursuant to Subsection 5.2(a) or Subsection 5.2(b)(i), then the other GE Partners among such group that are not so limited may elect, by written notice to the General Partner, to have such Losses allocated to them in proportion to and to the extent of the amount of such Losses that can be allocated to each such GE Partner without causing its ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d) and without causing it to have an Adjusted Capital Account Deficit; and (BC) if PTL GP is limited to any extent by Code Section 704(d) with respect to its ability to claim tax losses associated with an allocation of Losses pursuant to Subsection 5.2(a) or Subsection 5.2(b)(i), then the Penske Partners (other than PAG) that are not so limited may elect, by written notice to the General Partner, to have up to eighty-two percent (8282.00%) of such Losses allocated to them in proportion to and to the extent of the amount of such Losses that can be allocated to each such Penske Partner without causing its ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d) and without causing it to have an Adjusted Capital Account Deficit, and PAG may elect, by written notice to the General Partner, to have up to eighteen percent (1818.00%) of such Losses allocated to it to the extent of the amount of such Losses that can be allocated to PAG without causing its ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d) and without causing it to have an Adjusted Capital Account Deficit and (D) if any Mitsui Partner is limited to any extent by Code Section 704(d) with respect to its ability to claim tax losses associated with an allocation of Losses pursuant to Subsection 5.2(a) or Subsection 5.2(b)(i), then the other Mitsui Partner that is not so limited may elect, by written notice to the General Partner, to have such Losses allocated to it to the extent of the amount of such Losses that can be allocated to such other Mitsui Partner without causing such other Mitsui Partner’s ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d) and without causing such other Mitsui Partner to have an Adjusted Capital Account Deficit.

Tax Basis Limitation. If, as a result of the application of Code Section 704(d), the federal income tax loss associated with an allocation of Losses allocated to a Partner pursuant to Subsection 5.2(a) or Subsection 5.2(b)(i) cannot be claimed by such Partner for the taxable year during which such Losses arose, then such Losses may be reallocated as set forth in this Subsection 5.2(b)(ii), but only to the extent such Partner consents to such reallocation, in the following manner and order: (A) if any Penske Partner (other than PAG) PAG is limited to any extent by Code Section 704(d) with respect to its ability to claim tax losses associated with an allocation of Losses pursuant to Subsection 5.2(a) or Subsection 5.2(b)(i), then the other Penske Partners among such group that are not so limited may elect, by written notice to the General Partner, to have such Losses allocated to them in proportion to and to the extent of the amount of such Losses that can be allocated to each such Penske Partner without causing its ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d) and without causing it to have an Adjusted Capital Account Deficit; and (B) if PTL GP any GE Partner is limited to any extent by Code Section 704(d) with respect to its ability to claim tax losses associated with an allocation of Losses pursuant to Subsection 5.2(a) or Subsection 5.2(b)(i), then the other GE Partners among such group that are not so limited may elect, by written notice to the General Partner, to have such Losses allocated to them in proportion to and to the extent of the amount of such Losses that can be allocated to each such GE Partner without causing its ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d) and without causing it to have an Adjusted Capital Account Deficit; and (C) if LJ VP is limited to any extent by Code Section 704(d) with respect to its ability to claim tax losses associated with an allocation of Losses pursuant to Subsection 5.2(a) or Subsection 5.2(b)(i), then the Penske Partners (other than PAG) that are not so limited may elect, by written notice to the General Partner, to have up to eightyforty-two one and eight- hundredths percent (8241.08%) of such Losses allocated to them in proportion to and to the extent of the amount of such Losses that can be allocated to each such Penske Partner without causing its ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d) and without causing it to have an Adjusted Capital Account Deficit, and PAG may elect, by written notice to the General Partner, to have up to eighteen nine and two- hundredths percent (189.02%) of such Losses allocated to it to the extent of the amount of such Losses that can be allocated to PAG without causing its ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d) and without causing it to have an Adjusted Capital Account Deficit, and the GE Partners that are not so limited may elect, by written notice to the General Partner, to have up to forty-nine and nine-tenths percent (49.9%) of such Losses allocated to them in proportion to and to the extent of the amount of such Losses that can be allocated to each such GE Partner without causing its ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d) and without causing it to have an Adjusted Capital Account Deficit.