Common use of Other Allocation Rules Clause in Contracts

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board reasonably determines that the application of the provisions in Sections 4.4, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). (c) With regard to PubCo’s acquisition of the Common Units, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Board shall allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretion. (d) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Board shall allocate such liabilities in such manner that complies with the Code and the Treasury Regulations thereunder and that the Board reasonably determines, in a manner intended to minimize any gain of the Members to the greatest extent possible under Section 731 of the Code.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Code Section 706 and the Treasury Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article V IV and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members Section 10.2(a) and hereby agree to be bound by the provisions of this Article V IV and Section 10.2(a) in reporting their share shares of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding , unless otherwise required by law or the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board reasonably determines that the application of the provisions in Sections 4.4, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b)IRS. (c) With regard to PubCo’s acquisition The Company shall not report any portion of the Common Units, Profits Facility Debt as “recourse” debt for purposes of Code Section 752 or Losses shall be allocated as Member Nonrecourse Debt allocable to the Members Class B Member. The Company shall allocate 100% of the “excess” Nonrecourse Liabilities of the Company so as for purposes of Treasury Regulation Section 1.752-3(a)(3) in accordance with how the Base Case Model sets forth that the deductions attributable to take such remaining Nonrecourse Liabilities will be allocated among the Members, taking into account the varying interests of allocations required under Section 4.5 above (provided that such ratio shall be neither greater than 99.0% nor less than 4.95% for the Class A Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Board shall allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretionFiscal Year). (d) Solely To the extent permitted by Treasury Regulation Section 1.704-2(h)(3), the Managing Member shall endeavor to treat distributions of Available Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions would cause or increase a negative Adjusted Capital Account (after taking into account the adjustments under Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) for any Member. (e) The Members acknowledge and agree that, for federal and state income tax purposes, the Company shall report (in a manner consistent with the Base Case Model) (i) electrical production as tangible property produced by the Company for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(31.263A-1(a)(3)(ii), including the Board shall allocate such liabilities in such manner required capitalization into the cost of goods sold of cost recovery deductions pursuant to Treasury Regulations Section 1.263A-1(a)(3)(ii)(I), and (ii) that complies with the each Power Purchase Agreement is a service contract under Code section 7701(e), and the Treasury Regulations thereunder Company shall prepare the federal income tax returns and that the Board reasonably determines, its applicable state income tax returns in a manner intended to minimize any gain of the Members to the greatest extent possible under Section 731 of the Codeconsistent with such treatment.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 4.5 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board reasonably determines Managing Member determines, in its sole discretion, that the application of the provisions in Sections 4.4Section 4.5, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board Managing Member is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly provisions. (c) All items of income, gain, loss, deduction and credit allocable to those Members who bear an interest in the economic burden or benefit associated therewith, or to otherwise cause Company that may have been Transferred shall be allocated between the Members to achieve the economic objectives underlying this LLC Agreement Transferor and the Business Combination Agreement. The Board also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, Transferee in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) a method determined by the Managing Member and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). (c) With regard to PubCo’s acquisition of the Common Units, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of permissible under Code Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Board shall allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretion. (d) Solely for purposes of determining a Member’s The Members’ proportionate share shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Board shall allocate such liabilities Members on a pro rata basis, in such manner that complies accordance with the Code number of Units owned by each Member. (e) The Managing Member shall amend this Article V from time to time to reflect the allocation of Profit and Loss in connection with priority distributions on any preferred units or other Equity Securities that may be issued by the Company (other than Common Units). (f) The Managing Member may amend or interpret the provisions of this Article V as, in the Managing Member’s reasonable discretion, may be necessary or appropriate to comply with the applicable Treasury Regulations thereunder or other legal requirements and that to properly reflect the Board reasonably determines, in a manner intended to minimize any gain economic intent of the Members to the greatest extent possible under Section 731 of the Codethis Agreement.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board Managing Member reasonably determines that the application of the provisions in Sections 4.4, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board Managing Member is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board Managing Member also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). (c) With regard to PubCo’s acquisition of the Pro Forma Buyer Common Units and Pro Forma Buyer Restricted Common Units, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Board Managing Member shall allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board Managing Member in its reasonable good faith discretion. (d) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Board Managing Member shall allocate such liabilities in such manner that complies with the Code and the Treasury Regulations thereunder and that the Board Managing Member reasonably determines, in a manner intended to minimize any gain of the Members to the greatest extent possible under Section 731 of the Code.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board Managing Member reasonably determines that the application of the provisions in Sections 4.4, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board Managing Member is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board Managing Member also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). Notwithstanding the foregoing, no adjustment to the allocations shall be made under this Section 5.4(b) without the prior written consent of each Continuing Member that would be materially adversely affected thereby, which consent shall not be unreasonably withheld, conditioned or delayed. (c) With Subject to the Business Combination Agreement, with regard to PubCo’s acquisition of the Common Units, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If Subject to the Business Combination Agreement, if during any Taxable Year there is any other change in any Member’s Units in the Company, the Board Managing Member shall consult in good faith with the Continuing Member Representative and the tax advisors to the Company and allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretionManaging Member (with the prior written consent of the Continuing Member Representative, not to be unreasonably withheld, conditioned or delayed). (d) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Board Managing Member shall allocate such liabilities in such manner that complies with the Code and the Treasury Regulations thereunder and that the Board Managing Member reasonably determines, in a manner intended to minimize any gain of the Members to the greatest extent possible under Section 731 of the Code.

Other Allocation Rules. (a) The Members If any fees or other payments deducted for federal income tax purposes by the Company are aware recharacterized by a final determination of the income tax consequences Internal Revenue Service as nondeductible distributions to any Member, then, notwithstanding all other allocation provisions, items of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss gain shall be allocated to such Member (for U.S. federal and applicable state and local income tax purposeseach Fiscal Year in which such recharacterization occurs) in an amount equal to the fees or payments recharacterized. (b) The provisions regarding Board is hereby authorized in its discretion to amend this Agreement without the establishment and maintenance consent of the Members in any manner necessary or desirable to (1) provide for each Member “forfeiture allocations” under any final Treasury Regulations concerning the transfers of a Capital Account as provided by Section 4.4 and the allocations set forth partnership interests in Sections 5.1, 5.2 and 5.3 are intended to comply connection with the Treasury Regulations performance of services and (2) to enable the Company and any Person issued a Membership Interest for services to value for income tax purposes such compensatory membership interest at its liquidation value. Each Member hereby agrees, upon the request of the Board, to consent to and to reflect the intended economic entitlement provide any required information in connection with any such forfeiture allocations, related tax elections or other related actions of the Members. If Company. (c) In the Board reasonably determines event that the application of the provisions in Sections 4.4, 5.1, 5.2 any item or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, lossloss or deduction of the Company or any Member is reallocated between the Company and any Member pursuant to Section 482 of the Code, then the allocation of the income, gain, loss or deduction and credit to those Members who bear of the economic burden or benefit associated therewith, or to otherwise cause Company for the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board also year in which such reallocation occurs shall (i) make any adjustments be made in such a fashion that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of all Members, after taking into account any deemed contributions or distributions arising in connection with such reallocation, shall be, to the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposesfullest extent possible, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected proportion to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). (c) With regard to PubCo’s acquisition of the Common Units, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any each Member’s Units in the Company, the Board shall allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretionPercentage Interest. (d) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, Company within the meaning of Treasury Regulations Section 1.752-3(a)(33(a), the Members’ interests in the Company’s profits are in proportion to their Percentage Interests. (e) To the extent permitted by Treasury Regulations Section 1.704-2(h)(3), the Board shall allocate such liabilities in such manner that complies with endeavor to treat distributions of cash as having been made from the Code and the Treasury Regulations thereunder and that the Board reasonably determines, in proceeds of a manner intended to minimize any gain of the Members Nonrecourse Liability or a Member Nonrecourse Debt only to the greatest extent possible under Section 731 of the Codethat such distributions would cause or increase a deficit balance in any Member’s Adjusted Capital Account.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article V IV and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V IV in reporting their share of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 3.3 and the allocations set forth in Sections 5.14.1, 5.2 4.2 and 5.3 4.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board reasonably determines Principal Member determines, in its sole discretion, that the application of the provisions in Sections 4.43.3, 5.14.1, 5.2 4.2 or 5.3 4.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board Principal Member is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly provisions. (c) All items of income, gain, loss, deduction and credit allocable to those Members who bear an interest in the economic burden or benefit associated therewith, or to otherwise cause Company that may have been Transferred shall be allocated between the Members to achieve the economic objectives underlying this LLC Agreement Transferor and the Business Combination Agreement. The Board also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, Transferee in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) a method determined by the Principal Member and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). (c) With regard to PubCo’s acquisition of the Common Units, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of permissible under Code Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Board shall allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretion. (d) Solely for purposes of determining a Member’s The Members’ proportionate share shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Board shall allocate Members on a pro rata basis, in accordance with the number of Units owned by each Member, except to except to the extent such allocation is determined to be inconsistent with the requirements of applicable Law, in which case such liabilities in such manner that complies with the Code and the Treasury Regulations thereunder and that the Board reasonably determines, shall be allocated among Members in a manner intended to minimize be determined by the Principal Member in its sole discretion. (e) The Principal Member shall amend this Article IV from time to time to reflect the allocation of Profit and Loss in connection with priority distributions on any gain preferred units or other Equity Interests that may be issued by the Company (other than Units). (f) The Principal Member may amend or interpret the provisions of this Article IV as, in the Members Principal Member’s reasonable discretion, may be necessary or appropriate to comply with the greatest extent possible under Section 731 applicable Treasury Regulations or other legal requirements and to properly reflect the economic intent of the Codethis Agreement.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board Managing Member reasonably determines that the application of the provisions in Sections 4.4, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board Managing Member is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board Managing Member also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). No adjustment to the allocations shall be made under this Section 5.4(b) without the prior written consent of the Continuing Members that would be materially adversely affected thereby, which consent shall not be unreasonably withheld, conditioned or delayed. (c) With regard to PubCo’s acquisition of the Common UnitsAcquired Company Units and the Acquired Restricted Company Units (in each case, as defined in the Business Combination Agreement), Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Board Managing Member shall consult in good faith with the Continuing Member Representative and the tax advisors to the Company and allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretionManaging Member (with the prior written consent of the Continuing Member Representative, not to be unreasonably withheld, conditioned or delayed). (d) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Board Managing Member shall allocate such liabilities in such manner that complies with the Code and the Treasury Regulations thereunder and that the Board Managing Member reasonably determines, in a manner intended to minimize any gain of the Members to the greatest extent possible under Section 731 of the Code.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections Section 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board reasonably Managing Member determines that the application of the provisions in Sections Section 4.4, 5.1, 5.2 or 5.3 would 5.3would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board Managing Member is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly . (c) All items of income, gain, loss, deduction and credit allocable to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications an interest in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). (c) With regard to PubCo’s acquisition of the Common Units, Profits or Losses Company that may have been Transferred shall be allocated between the Transferor and the Transferee based on the portion of the Fiscal Year or other taxable period during which each was recognized as the owner of such interest, without regard to the Members results of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If operations during any Taxable Year there is any other change in any Member’s Units in the Company, the Board shall allocate the Profits or Losses particular portion of that year and without regard to whether cash distributions were made to the Members of Transferor or the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner Transferee during that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunderyear; provided, however, that such allocations may instead this allocation must be made in another manner that complies accordance with a method determined by the provisions of Managing Member and permissible under Code Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretionthereunder. (d) Solely for purposes of determining a Member’s The Members’ proportionate share shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Board shall allocate such liabilities Members on a pro rata basis in such manner that complies accordance with the Code and the Treasury Regulations thereunder and that the Board reasonably determines, in a manner intended to minimize any gain number of the Members to the greatest extent possible under Section 731 of the CodeUnits owned by each Member.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 3.3 and the allocations set forth in Sections 5.14.2, 5.2 4.3 and 5.3 4.4 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board Managing Member reasonably determines that the application of the provisions in Sections 4.4Section 3.3, 5.14.2, 5.2 or 5.3 4.3 and 4.4 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board Managing Member is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Reorganization Agreement. The Board Managing Member also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). No adjustment to the allocations shall be made under this Section 4.5(a) without the prior written consent of the TSG Members or Founder Members that would be materially adversely affected thereby, which consent shall not be unreasonably withheld, conditioned or delayed. (cb) With regard to PubCo’s acquisition of the Class A Common UnitsUnits in the Reorganization Transactions, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Board Managing Member shall allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” any method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretion. (dc) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Board Managing Member shall allocate such liabilities in such manner that complies with the Code and the Treasury Regulations thereunder and that the Board Managing Member reasonably determines, in a manner intended determines is reasonable expected to minimize any gain of the Members to the greatest extent possible under Section 731 of the Code.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board reasonably Managing Member determines that the application of the provisions in Sections 4.4, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board Managing Member is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly . (c) All items of income, gain, loss, deduction and credit allocable to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications an interest in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). (c) With regard to PubCo’s acquisition of the Common Units, Profits or Losses Company that may have been Transferred shall be allocated between the Transferor and the Transferee based on the portion of the Fiscal Year or other taxable period during which each was recognized as the owner of such interest, without regard to the Members results of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If operations during any Taxable Year there is any other change in any Member’s Units in the Company, the Board shall allocate the Profits or Losses particular portion of that year and without regard to whether cash distributions were made to the Members of Transferor or the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner Transferee during that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunderyear; provided, however, that such allocations may instead this allocation must be made in another manner that complies accordance with a method determined by the provisions of Managing Member and permissible under Code Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretionthereunder. (d) Solely for purposes of determining a Member’s The Members’ proportionate share shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Board shall allocate such liabilities Members on a pro rata basis in such manner that complies accordance with the Code and the Treasury Regulations thereunder and that the Board reasonably determines, in a manner intended to minimize any gain number of the Members to the greatest extent possible under Section 731 of the CodeUnits owned by each Member.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 3.3 and the allocations set forth in Sections 5.14.2, 5.2 4.3 and 5.3 4.4 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board Managing Member reasonably determines that the application of the provisions in Sections 4.4Section 3.3, 5.14.2, 5.2 or 5.3 4.3 and 4.4 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board Managing Member is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board Managing Member also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). No adjustment to the allocations shall be made under this Section 4.5(a) that would have a material adverse effect on the Continuing Members without the prior written consent of the Continuing Member Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (cb) With regard to PubCo’s acquisition of the Class A Common UnitsUnits in conjunction with the IPO, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Board Managing Member shall allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” any method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretion. (dc) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Board Managing Member shall allocate such liabilities in such manner that complies with the Code and the Treasury Regulations thereunder and that the Board Managing Member reasonably determines, in a manner intended determines is reasonable expected to minimize any gain of the Members to the greatest extent possible under Section 731 of the Code.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board Managing Member reasonably determines that the application of the provisions in Sections 4.4, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board Managing Member is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board Managing Member also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). Notwithstanding the foregoing, no adjustment to the allocations shall be made under this Section 5.4(b) without the prior written consent of each Continuing Member that would be materially adversely affected thereby, which consent shall not be unreasonably withheld, conditioned or delayed. (c) With regard to PubCo’s acquisition of the Common Units, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Board Managing Member shall consult in good faith with the Continuing Member Representative and the tax advisors to the Company and allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretionManaging Member (with the prior written consent of the Continuing Member Representative, not to be unreasonably withheld, conditioned or delayed). (d) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Board Managing Member shall allocate such liabilities in such manner that complies with the Code and the Treasury Regulations thereunder and that the Board Managing Member reasonably determines, in a manner intended to minimize any gain of the Members to the greatest extent possible under Section 731 of the Code.

Other Allocation Rules. (a) The Members If any fees or other payments deducted for federal income tax purposes by the Company are aware recharacterized by a final determination of the income tax consequences Internal Revenue Service as nondeductible distributions to any Member, then, notwithstanding all other allocation provisions, items of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss gain shall be allocated to such Member (for U.S. federal and applicable state and local income tax purposeseach Fiscal Year in which such recharacterization occurs) in an amount equal to the fees or payments recharacterized. (b) The provisions regarding Board is hereby authorized in its discretion to amend this Agreement without the establishment and maintenance consent of the Members in any manner necessary or desirable to (6) provide for each Member "forfeiture allocations" under any final Treasury Regulations concerning the transfers of a Capital Account as provided by Section 4.4 and the allocations set forth partnership interests in Sections 5.1, 5.2 and 5.3 are intended to comply connection with the Treasury Regulations performance of services and (7) to enable the Company and any Person issued a Membership Interest for services to value for income tax purposes such compensatory membership interest at its liquidation value. Each Member hereby agrees, upon the request of the Board, to consent to and to reflect the intended economic entitlement provide any required information in connection with any such forfeiture allocations, related tax elections or other related actions of the Members. If Company. (c) In the Board reasonably determines event that the application of the provisions in Sections 4.4, 5.1, 5.2 any item or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, lossloss or deduction of the Company or any Member is reallocated between the Company and any Member pursuant to Section 482 of the Code, then the allocation of the income, gain, loss or deduction and credit to those Members who bear of the economic burden or benefit associated therewith, or to otherwise cause Company for the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board also year in which such reallocation occurs shall (i) make any adjustments be made in such a fashion that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of all Members, after taking into account any deemed contributions or distributions arising in connection with such reallocation, shall be, to the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposesfullest extent possible, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected proportion to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). (c) With regard to PubCo’s acquisition of the Common Units, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any each Member’s Units in the Company, the Board shall allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretion's Percentage Interest. (d) Solely for purposes of determining a Member’s 's proportionate share of the “"excess nonrecourse liabilities” " of the Company, Company within the meaning of Treasury Regulations Section 1.752-3(a)(33(a), the Members' interests in the Company's profits are in proportion to their Percentage Interests. (e) To the extent permitted by Treasury Regulations Section 1.704-2(h)(3), the Board shall allocate such liabilities in such manner that complies with endeavor to treat distributions of cash as having been made from the Code and the Treasury Regulations thereunder and that the Board reasonably determines, in proceeds of a manner intended to minimize any gain of the Members Nonrecourse Liability or a Member Nonrecourse Debt only to the greatest extent possible under Section 731 of the Codethat such distributions would cause or increase a deficit balance in any Member's Adjusted Capital Account.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 3.3 and the allocations set forth in Sections 5.14.2, 5.2 4.3 and 5.3 4.4 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board Managing Member reasonably determines that the application of the provisions in Sections 4.4Section 3.3, 5.14.2, 5.2 or 5.3 4.3 and 4.4 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board Managing Member is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Reorganization Agreement. The Board Managing Member also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). No adjustment to the allocations shall be made under this Section 4.5(a) without the prior written consent of the TSG Members or Founder Members that would be materially adversely affected thereby, which consent shall not be unreasonably withheld, conditioned or delayed. (cb) With regard to PubCo’s acquisition of the Class A Common UnitsUnits in the Reorganization Transactions, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Board Managing Member shall allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” any method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretion. (dc) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Board Managing Member shall allocate such liabilities in such manner that complies with the Code and the Treasury Regulations thereunder and that the Board reasonably determines, in a manner intended to minimize any gain of the Members to the greatest extent possible under Section 731 of the Code.Managing Member

Other Allocation Rules. (a) The In the event Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board reasonably determines that the application of the provisions in Sections 4.4, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board is authorized to make any appropriate adjustments to such provisions admitted to the extent permitted by applicable LawCompany pursuant to this Agreement on different dates, including to allocate properly Company items of income, gain, loss, deduction and credit allocated to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board also for each Company taxable year during which Members are so admitted shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of be allocated among the Members in proportion to their respective interests in the Company during such Company taxable year using any convention permitted by Code Section 706 and selected by the amount Members. (b) In the event a Member transfers its Interest during a Company taxable year, the allocation of Company capital reflected on the Company’s balance sheetitems of income, as computed gain, loss, deduction and credit allocated to such Member and its transferee for book purposes, such Company taxable year shall be made between such Member and its transferee in accordance with Treasury Regulations Code Section 1.704-1(b)(iv)(g) 706 using any convention permitted by Code Section 706 and (ii) make any reasonable and appropriate modifications in selected by the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b)Members. (c) With regard to PubCo’s acquisition of the Common Units, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Board shall allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretion. (d) Solely for For purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Board Members agree that Nonrecourse Liabilities of the Company in excess of the amount of Member-Related Nonrecourse Debt Minimum Gain, shall allocate such liabilities be allocated in such manner that complies with each Company taxable year (i) to the Code and extent of the Treasury total amount of built-in gain (as defined in Regulations thereunder and that Section 1.752-3(a)(2), taking into account how the Board reasonably determinesMembers would share taxable gain if the Company, in a manner intended taxable transaction, disposed of all of its property in full satisfaction of its Nonrecourse Liabilities and for no other consideration, and (ii) to minimize the extent of any gain of remaining Nonrecourse Liabilities, in accordance with how the Members reasonably expect that the deductions attributable to such remaining Nonrecourse Liabilities will be allocated among the Members. (d) To the extent permitted by Regulations Sections 1.704-2(h)(3) and 1.704- 2(i)(6), the Members shall endeavor to treat distributions as having been made from the proceeds of a Nonrecourse Liability or a Member-Related Nonrecourse Debt only to the greatest extent possible under Section 731 of the Codethat such distribution would not cause or increase an Adjusted Capital Account Deficit for any Member.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article V 5 and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V 5 in reporting their share of Company income and loss for U.S. federal (and applicable state and local local) income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections Section 5.1, Section 5.2 and Section 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board reasonably of Directors determines that the application of the provisions in Sections Section 4.4, Section 5.1, Section 5.2 or Section 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board of Directors is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly provisions. (c) All items of income, gain, loss, deduction and credit allocable to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications an interest in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). (c) With regard to PubCo’s acquisition of the Common Units, Profits or Losses Company that may have been Transferred shall be allocated to between the Members Member undertaking such Transfer and the Transferee based on the portion of the Fiscal Year or other taxable period of the Company so during which each was recognized as the owner of such interest for U.S. federal income tax purposes, without regard to take into account the varying interests results of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If operations during any Taxable particular portion of that Fiscal Year there is any or other change in any Member’s Units in the Company, the Board shall allocate the Profits or Losses to the Members taxable period of the Company so as and without regard to take into account whether cash distributions were made to the varying interests of Member undertaking such Transfer or the Members in the Company using an “interim closing of the books” method in a manner Transferee during that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunderyear; provided, however, that such allocations may instead this allocation must be made in another manner that complies accordance with the provisions of a method permissible under Code Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretionthereunder. (d) Solely for purposes of determining a Member’s The Members’ proportionate share shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Board shall allocate such liabilities Members on a pro rata basis, in such manner that complies accordance with the Code and the Treasury Regulations thereunder and that the Board reasonably determines, in a manner intended to minimize any gain Percentage Interests of the Members to the greatest extent possible under Section 731 of the Codeeach Member.

Other Allocation Rules. (a) For purposes of determining the Profits and Losses or any other items allocable to any period, Profits, Losses, and any other such items shall be allocated among the Members as determined by the Manager using any method and convention permissible under Section 706 of the Code and the Regulations thereunder; provided, however, that the Manager may adopt such other methods and conventions relating to allocations as it determines are necessary or appropriate. Without limiting the foregoing, the Members hereby agree that the Manager may utilize the method described in Regulations Section 1.706-1(c)(2)(ii). (b) The Members are aware of the income tax consequences of the allocations made by this Article V IV and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V IV in reporting their share shares of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board reasonably determines that the application of the provisions in Sections 4.4, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). (c) With regard to PubCo’s acquisition of the Common Units, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Board shall allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretion. (d) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, Company within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Board Member’s interests in Company Profits are in proportion to their Percentage Interests. (d) To the extent permitted by Regulations Section 1.704-2(h)(3), the Manager shall allocate endeavor to treat distributions as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such liabilities in such manner that complies with the Code distributions would cause or increase an Adjusted Capital Account Deficit for any Member. (e) The Manager may apply certain methods, assumptions and the Treasury Regulations thereunder conventions relating to allocations of items of income, gain, deduction, loss and that the Board reasonably determines, credit in a manner intended to minimize any gain comply with applicable provisions of the Code and Regulations and to allocate such items in a manner that reflects the beneficial share of Company items of Members (and holders of Shares). (f) Allocations that would otherwise be made to a Member under the provisions of this Article IV shall instead be made to the greatest extent possible under beneficial owner of Shares held by a nominee in any case in which the nominee has furnished the identity of such owner to the Company in accordance with Section 731 6031(c) of the CodeCode or any other method determined by the Manager.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses or other items allocable to any Fiscal Period, Profits, Losses and such other items shall be determined on a daily, monthly or other basis as determined by the Management Board in its reasonable discretion using any permissible method under Code Section 706 and the Regulations thereunder. The Management Board, in its reasonable discretion, shall determine which Profits, Losses and such other items are attributable of the Business. (b) The Members are aware of the United States federal income tax consequences of the allocations made by this Article V VI and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V VI in reporting their share shares of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board reasonably determines that the application of the provisions in Sections 4.4, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). (c) With regard to PubCo’s acquisition of the Common Units, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Board shall allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretion. (d) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, Company within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Members’ interests in the Profits are in proportion to their percentage interests in the Company. (d) All items of income, gain, loss, deduction or credit and any other allocations not otherwise provided for shall be allocated among the Members as determined by the Management Board in its reasonable discretion. (e) If a Member transfers all or a portion of its interest in the Company during any Fiscal Period, then Profits, Losses, each item thereof and all other items attributable to the transferred interest in the Company for such Fiscal Period shall allocate such liabilities be divided and allocated between the transferor and the transferee by taking into account their varying interests in such manner that complies the Company during the Fiscal Period in accordance with Section 706(d) of the Code, using any conventions permitted by law and selected by the Management Board. (f) These allocations are intended to comply with the requirements of Section 514(c)(9)(E) of the Code and shall be interpreted and applied consistently therewith. Tax returns for the Treasury Regulations thereunder and that the Board reasonably determines, in a manner intended to minimize any gain of the Members Company shall be provided to the greatest extent possible under Section 731 Management Board for review before submission, and any reasonable requests by the Management Board for changes in order to ensure compliance with such requirements shall be made, provided that such changes shall not result in the amount of the Codecash or other distributions to any Member being affected or cause a material adverse tax or other effect for any Member.

Other Allocation Rules. The following rules shall apply for purposes of making tax allocations: (a) “Excess nonrecourse liabilities” of the Company within the meaning of Regulations Section 1.752-3(a)(3), shall be allocated among the Members in accordance with the manner in which it is reasonably expected that the deductions attributable to those nonrecourse liabilities will be allocated. (b) To the extent permitted by Section 1.704-2(h) of the Regulations, the Administrative Manager shall have complete discretion in determining whether a distribution shall be treated as being attributable to a “nonrecourse liability” or a “partner nonrecourse liability” and the increase in the “minimum gain” or “partner nonrecourse debt minimum gain” attributable to such liabilities. The Members recognize that such decision may affect the tax treatment of certain deductions for a Fiscal Year and might offset after-tax returns of the Members. (c) For purposes of determining the Net Profit, Net Loss, or any other items allocable to any period, Net Profit, Net Loss, and any such other items shall be determined on a daily, monthly, or other basis, as selected by the Managing Member using any permissible method under Code Section 706 and the Regulations. (d) If an amount paid or deemed paid by the Company to a Member (or any other Person) as interest, a guaranteed payment, or a payment for property or services, is treated for federal income tax purposes as a distribution to such Member in its capacity as a partner for tax purposes and is neither a guaranteed payment under Section 707(c) of the Code nor a payment under Section 707(a) of the Code to a partner not acting in its capacity as a partner, such Member shall be allocated as soon as possible an amount of Company’s gross income or gain (including any such amounts attributable to Development Activity or Operating Property Activity) equal to the amount of such payment. (e) The Members are aware of the income tax consequences of the allocations made by this Article V 4 and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V 4 in reporting their share shares of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board reasonably determines that the application of the provisions in Sections 4.4, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). (c) With regard to PubCo’s acquisition of the Common Units, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Board shall allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretion. (d) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Board shall allocate such liabilities in such manner that complies with the Code and the Treasury Regulations thereunder and that the Board reasonably determines, in a manner intended to minimize any gain of the Members to the greatest extent possible under Section 731 of the Code.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board Managing Member reasonably determines that the application of the provisions in Sections 4.4, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board Managing Member is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board Managing Member also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). Notwithstanding the foregoing, no such adjustments to the allocations shall be made under this Section 5.4(b) that would have a material adverse effect on the Continuing Members or the Noteholder Members without the Member Representative’s prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed), and (b) no Tax Distributions (or downward (but not below zero) or upward adjustment to any Tax Distributions) shall be made other than on a pro rata basis in proportion to the Members’ respective number of Common Units. (c) With regard to PubCo’s acquisition of the Common Units, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Board Managing Member shall consult in good faith with the Member Representative and the tax advisors to the Company and allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretionManaging Member (with the prior written consent of the Member Representative, not to be unreasonably withheld, conditioned or delayed). (d) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Board Managing Member shall allocate such liabilities in such manner that complies with the Code and the Treasury Regulations thereunder and that the Board Managing Member reasonably determines, in a manner intended to minimize any gain of the Members to the greatest extent possible under Section 731 of the Code.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board reasonably determines that the application of the provisions in Sections 4.4, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Agreement. The Board also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). (c) With regard to PubCo’s acquisition of the Common Units, Profits or Losses for the Taxable Year that includes the Effective Date shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Board shall allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, provided that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretion. (d) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Board shall allocate such liabilities in such a manner that complies with the Code and the Treasury Regulations thereunder and that the Board reasonably determines, determines to be in a manner intended to minimize any gain the best interests of the Members to the greatest extent possible under Section 731 of the Codeas a whole.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact effect of the allocations on the amounts receivable by them under this LLC Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for U.S. federal and applicable state and local income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.4 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Board Managing Member reasonably determines that the application of the provisions in Sections 4.4, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Board Managing Member is authorized to make any appropriate adjustments to such provisions to the extent permitted by applicable Law, including to allocate properly items of income, gain, loss, deduction and credit to those Members who bear the economic burden or benefit associated therewith, or to otherwise cause the Members to achieve the economic objectives underlying this LLC Agreement and the Business Combination Merger Agreement. The Board Managing Member also shall (i) make any adjustments that it reasonably determines are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g) and (ii) make any reasonable and appropriate modifications in the event unanticipated events would reasonably be expected to otherwise cause this LLC Agreement not to comply with Treasury Regulations Section 1.704-1(b). (c) With regard to PubCo’s acquisition of the Common Units, Profits or Losses shall be allocated to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder. If during any Taxable Year there is any other change in any Member’s Units in the Company, the Board Managing Member shall allocate the Profits or Losses to the Members of the Company so as to take into account the varying interests of the Members in the Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder and that is selected by the Board in its reasonable good faith discretionManaging Member. (d) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Board Managing Member shall allocate such liabilities in such manner that complies with the Code and the Treasury Regulations thereunder and that the Board Managing Member reasonably determines, in a manner intended to minimize any gain of the Members to the greatest extent possible under Section 731 of the Code.