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gistered office of the Partnership in the State of Delaware shall be do The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801, and the name of the registered agent for service of process on the Partnership at such address shall be The
of such assets for cash at their respective Fair Market Values (subject, in the case of Securities, to the provisions of Section 4.4) in determining Net Profit and Net Loss; and (d) all items of income, gain, loss or deduction specially allocated pursuant to Section 4.2 shall be excluded from the determination of Net
. The address of the Partnership's registered office in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name and address of the registered agent for service of process on the Partnership in the State of Delawa
ain, loss and deduction shall be allocated for Federal, state and local income tax purposes among the Partners proportionately to the allocation of Net Profit and Net Loss among the Partners. Notwithstanding the foregoing, solely for Federal, state and local income tax purposes, in accordance with Sections 704(b) and
. The address of the Partnership's registered office in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name and address of the registered agent for service of process on the Partnership in the State of Delawa
ain, loss and deduction shall be allocated for Federal, state and local income tax purposes among the Partners proportionately to the allocation of Net Profit and Net Loss among the Partners. Notwithstanding the foregoing, solely for Federal, state and local income tax purposes, in accordance with Sections 704(b) and
. The address of the Partnership's registered office in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name and address of the registered agent for service of process on the Partnership in the State of Delawa
ain, loss and deduction shall be allocated for Federal, state and local income tax purposes among the Partners proportionately to the allocation of Net Profit and Net Loss among the Partners. Notwithstanding the foregoing, solely for Federal, state and local income tax purposes, in accordance with Sections 704(b) and
Entities connected to both Wilmington and Net Profit and Net Loss

United States
LOCATION
Samantha Power
PERSONLeon Black
PERSONNet Profit
ORGANIZATIONReliance
ORGANIZATIONthe Person or Persons
ORGANIZATIONthe Treasury Regulations
ORGANIZATIONUniform Transfers to Minors Act
ORGANIZATIONCertificate of Formation
ORGANIZATIONFederal, State
ORGANIZATIONAccounting Period
ORGANIZATIONthe United States Treasury
LOCATIONAllocation of Profits and Losses
ORGANIZATIONAllocation of Profits
ORGANIZATIONFirst Refusal
ORGANIZATIONPurchase
LOCATIONEach Partner's
ORGANIZATIONOccasioning Dissolution
LOCATIONthe Offered Interests
ORGANIZATIONthe Offer Price
ORGANIZATION