To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Each separately identified amount to which Executive is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Code Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

ToFor purposes of applying the provisions of Section 409A to this Agreement, and to the extent applicable, this Agreement shall be interpreted in accordance with Codepermissible under Section 409A409A, each installment payment and Department of Treasury regulations and other interpretive guidance issued thereunder. Eacheach separately identified amount to which Executive is entitled under this Agreement shallshall, in each case, be treated as a separate payment. In addition, to the extent permissible under Code Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

To the extent applicable, this Agreement shall be interpreted in accordance with CodeFor purposes of Section 409A and Departmentof the Code (including, without limitation, for purposes of Treasury regulations and other interpretive guidance issued thereunder. Each separately identified amountRegulation Section 1.409A-2(b)(2)(iii)), Executive’s right to which Executive is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Code Section 409A, any series ofreceive installment payments under thisthe Agreement shall be treated as a right to receive a series of separate payments. payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to [Sections 4(c)(i), 4(c)(ii), 4(d)(i), 4(d)(ii) and 4(d)(iii)])])])])] shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Each separately identified amountFor purposes of Section 409A of the Code, the right to which Executive is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Code Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. For purposes of this Agreement, all references to Executive’s “termination of employment” shall mean Executive’s Separation from Service.

ToThis Agreement is intended to comply with, or be exempt from, Section 409A of the extent applicable, this AgreementInternal Revenue Code of 1986, as amended (together with the applicable regulations thereunder, “[Section 409A]”) with respect to amounts, if any, subject thereto and shall be interpreted in accordanceinterpreted, construed and performed consistent with Code Section 409A and Departmentsuch intent. For purposes of Treasury regulations and other interpretive guidance issued thereunder. Each separately identified amount to which Executive is entitled[Section 409A], each payment made under this Agreement shall be treateddesignated as a separate payment. In addition,“separate payment” within the meaning of [Section 409A]. The Company makes no representations regarding the tax implications of the compensation and benefits to the extent permissible under Code Section 409A, any series of installment paymentsbe paid to Executive under this Agreement shall be treated as a right to a series of separate payments. Agreement, including, without limit, under Section 409A.

ToTreatment of Each Installment as a Separate Payment. For purposes of applying the extent applicable, this Agreement shall be interpreted in accordance with Codeprovisions of Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Eachto this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Code Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

To the extent applicable, it is intended that this Agreement and any payment made hereunder shall comply with the requirements of Section 409A of the Code or an exemption or exclusion there from, and any related regulations or other guidance promulgated with respect to [Section 409A] by the U.S. Department of the Treasury or the Internal Revenue Service and shall in all respects be interpretedadministered in accordance with Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended to comply with Code Section 409A in the least restrictive manner necessary and Departmentwithout any diminution in the value of Treasury regulations and other interpretive guidance issued thereunder. Each separately identified amountthe payments to the Executive, which Executive is entitled under this Agreement shallamendment may be treated as a separate payment. In addition,retroactive to the extent permissible underpermitted by Code Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. 409A.

To the extent applicable,Code Section 409A Compliance. It is intended that this Agreement shall be interpreted in accordancecomply with Codethe provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and Department of Treasurythe regulations and other interpretive guidance issued thereunder. Each separately identified amount to which Executive is entitled under this Agreement shallpromulgated thereunder (“Code Section 409A”), or be treated as a separate payment. In addition, toexempt from the extent permissible underapplication of Code Section 409A. For purposes of Code Section 409A, anythe right to a series of installment payments under this Agreementhereunder shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. Notwithstanding any provision in this Agreement to the contrary, any references to termination of employment or Termination Date shall mean and refer to “separation from service” and the date of such “separation from service” as that term is defined in Code Section 409A.

To the extent applicable, this Agreement shall be interpreted in accordance with CodeSeparate Payments. For purposes of Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Each separately identifiedthe Code, each payment or amount to which Executive is entitleddue under this Agreement shall be treated asconsidered a separate payment. In addition,payment, and Executive’s entitlement to the extent permissible under Code Section 409A, anya series of installment payments under this Agreement shallis to be treated as a rightan entitlement to a series of separate payments.

ToFor purposes of applying the extent applicable, this Agreement shall be interpreted in accordance withprovisions of Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Eachto this Agreement, each separately identified amount to which Executivethe Employee is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Code Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company or the Partnership, as the case may be.