id under Section 7.1(a) and (ii) any gain or loss (as computed for book purposes) attributable to property distributed in kind shall be included in the Net Profit or Net Loss (as determined to be appropriate by the General Partner) for the Fiscal Year which includes the date of such distribution. ARTICLE 8 GENERAL PROVI

. (d) If during a taxable year a Member makes a permitted transfer of an Interest (or acquires from or redeems an Interest with the Company), then the Net Profit or Net Loss (and other items referred to in Section 9.2) attributable to such Interest for such taxable year shall be allocated between the transferring Member

gainst amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profit or Net Loss for the Fiscal Period ending on the date of such distribution. ARTICLE VIkAccounting, Valuations and Books and Records 7.1 Accounting and Reports

gainst amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profit or Net Loss for the Fiscal Period ending on the date of such distribution. ML281817-MAXWELL B-23 CONFIDENTIAL UBSTERRAMAR00002504 EFTA00238060 ARTICLE VI

gainst amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profit or Net Loss for the Fiscal Period ending on the date of such distribution. MEI-MAXWELL B-23 CONFIDENTIAL UBSTERRAMAR00001451 EFTA00237097 ARTICLE VIkAcco