ification basis. Partnership Distributions and Allocations - All items of income, expense, gain and loss, are generally allocated pro-rata based on Percentage Interest pursuant to the Limited Partnership Agreement, except for certain expenses paid directly by the General Partner and the General Partner's carried in

t"), of Advancestar LLC, a Delaware limited liability company ("Advancestar"), and wishes to sell to Purchaser one-quarter thereof, namely, a 12.5% Percentage Interest in Advancestar (the "Advancestar Interest"); and WHEREAS, Seller is the sole owner of a 10.638% Class A Interest, as such term is defined in that c

and the Partnership hereby accepts delivery from the Subscriber of the Property and the Investment Entities and agrees to update the Subscriber's Percentage Interest in the Partnership in accordance with Section 3.2 of the LP Agreement. 2. Capital Commitment. The Subscriber hereby makes the Capital Commitment