Common use of Allocation of Book Items Clause in Contracts

Allocation of Book Items. Before the allocations of Profits or Losses (or items thereof) pursuant to Section 2.1(h), the following special allocations shall be made in the following order: (a) Pursuant to section 1.704-2(f) of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Nonrecourse Minimum Gain of the Partnership for the Allocation Year (or if there was a net decrease in Nonrecourse Minimum Gain for a prior Allocation Year and the Partnership did not have sufficient amounts of income or gain during the Allocation Year to allocate to the Partners under this Section 2.1(a)), then items of Partnership income or gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 for such year, to each Partner in proportion to, and to the extent of, the total net decrease in such Partner’s share of the Nonrecourse Minimum Gain (determined and adjusted in accordance with the provisions of section 1.704-2(g) of the Regulations). As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any Allocation Year under this Section 2.1(a) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and items of gain for such year (provided that gain from the disposition of property which is subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject shall be allocated under this Section 2.1(a) only to the extent not allocated under Section 2.1(b) hereof). (b) Pursuant to section 1.704-2(i)(4) of the Regulations (relating to partner nonrecourse minimum gain chargebacks), if there is a net decrease in Partner Nonrecourse Minimum Gain of the Partnership for such taxable year or other period (or if there was a net decrease in Partner Nonrecourse Minimum Gain for a prior taxable year or other period and the Partnership did not have sufficient amounts of income during prior taxable year or other period to allocate to the Partners under this Section 2.1(b)), then items of Partnership income and gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 for such taxable year, to the Partners with shares of such minimum gain as of the first day of such taxable year or other period in proportion to, and to the extent of, such Partner’s share of the net decrease in such minimum gain all as provided under section 1.704-2(i)(4) of the Regulations. As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any taxable year or other period under this Section 2.1(b) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and other items of gain for such year (provided that items of gain from the disposition of property which is subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject shall be allocated under this Section 2.1(b) only to the extent not allocated under Section 2.1(a) hereof). (c) The General Partner shall use all reasonable efforts to prevent any allocation from causing or increasing an Adjusted Capital Account Deficit. Consistent therewith and pursuant to section 1.704-1(b)(2)(ii)(d) of the Regulations (relating to “qualified income offsets”), all Partnership income shall be allocated, after giving tentative effect to all other allocations to be made pursuant to this Section 2.1 for the Allocation Year, proportionately among the Partners with Adjusted Capital Accounts Deficit (as determined after giving tentative effect to all other adjustments attributable to the allocations provided for in this Section 2.1) in amounts and the manner sufficient to eliminate such deficit balances as quickly as possible. As provided in section 1.704-1(b)(2)(ii)(d) of the Regulations, Partnership income allocated hereunder for the Allocation Year shall consist of a pro rata portion of each item of income for, and of gain occurring during, such year. (d) In the event any Partner has a deficit balance in its Capital Account at the end of any Allocation Year that is in excess of the amount such Partner is obligated to restore under this Agreement or pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income or gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 2.1(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account balance in excess of such amount after all other allocations provided in this Section 2.1 have been made as if Section 2.1(c) and this Section 2.1(d) were not contained in this Agreement (e) Any Partner Nonrecourse Deductions for any Allocation Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1). (f) For any Allocation Year, all Nonrecourse Deductions shall be allocated among the Partners in proportion to their respective Distribution Percentages for such Allocation Year. As provided in section 1.704-2(j) of the Regulations, Nonrecourse Deductions allocated hereunder for any Allocation Year shall consist first of Book Depreciation with respect to property which is subject to Nonrecourse Liability for such year with any remaining Nonrecourse Deductions deemed to be made up of a pro rata portion of the Partnership’s other deductions or losses for such year (provided that Book Depreciation with respect to property which is subject to Partner Nonrecourse Debt shall be allocated under this Section 2.1(f) only to the extent not allocated under Section 2.1(e) hereof). (i) To the extent any adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required pursuant to section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increased the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Regulations Section. (ii) Simulated Depletion for each Depletable Property and Simulated Loss upon the Disposition of a Depletable Property shall be allocated among the Partners in proportion to their shares of the Simulated Basis in such property. (i) For each Allocation Year, after giving effect to Sections 2.1(a) through (g), the rules set forth below in this Section 2.1(h) shall apply for the purpose of determining each Partner’s allocable share of the items of income, gain, loss and deduction of the Partnership comprising Profits and Losses of the Partnership for such year and determining special allocations of other items of income, gain, loss and deductions set forth below. (ii) The items of income, gain, deduction and loss of the Partnership comprising Profits or Losses for an Allocation Year shall be allocated among the persons who were Partners during such year in a manner that will reduce, proportionately, the differences between their respective Partially Adjusted Capital Accounts and Target Capital Accounts for such year. No portion of the Losses for any Allocation Year shall be allocated to a Partner whose Target Capital Account is greater than or equal to its Partially Adjusted Capital Account for such year. No portion of the Profits for any Allocation Year shall be allocated to any Partner whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account for such year.

Allocation of Book Items. Before Subject to the allocations provisions of Profits or Losses (or Section 4.2, all items thereof) pursuant to Section 2.1(h), the following special allocations of profit and loss realized by Palace during each Fiscal Year shall be made allocated among the Members (after giving effect to all adjustments attributable to all contributions and distributions of money and property effected during such Fiscal Year) in the following order:manner prescribed in SECTION 4.1. (a) 4.1.1 Pursuant to section 1.704-2(f) of the Regulations (relating to minimum gain chargebackscharge backs), if there is a net decrease in Nonrecourse Minimum Gain of the Partnership Palace for the Allocation such Fiscal Year (or if there was a net decrease in Nonrecourse Minimum Gain for a prior Allocation Fiscal Year and the Partnership Palace did not have sufficient amounts of income or gain during the Allocation Year prior Fiscal Years to allocate to the Partners Members under this Section 2.1(a)SECTION 4.1.1), then items of Partnership Palace income or gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 SECTION 4.1 for such yearFiscal Year, to each Partner Member in proportion to, and to the extent of, an amount equal to the product of (a) the total net decrease in and (b) such Partner’s partner's percentage share of the Nonrecourse Minimum Gain determined as of the end of the immediately preceding Fiscal Year (determined and adjusted in accordance with the provisions of section 1.704-2(g) of the Regulations); provided, however, that the provisions of this clause shall not apply to any Member to the extent described in section 1.704-2(f) of the Regulations. As provided in section 1.704-2(j) 2 of the Regulations, income of the Partnership Palace allocated for any Allocation Fiscal Year under this Section 2.1(a) SECTION 4.1.1 shall consist first of a pro rata portion items of gain Book Gain recognized from the disposition of Partnership Palace property subject to a Nonrecourse Liability and discharge of indebtedness income relating Liabilities to the extent of the decrease in Nonrecourse Liability Minimum Gain that is attributable to which the Property is subjectsuch disposition, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s each of Palace's other items of income Gross Income from Operations and items of gain Book Gain from Capital Transactions for such year Fiscal Year (provided that gain from a Capital Transaction comprising the disposition of property which that is subject to Partner Member Risk Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject shall be allocated under this Section 2.1(a) SECTION 4.1.1 only to the extent not allocated under Section 2.1(b) hereofSECTION 4.1.2). (b) 4.1.2 Pursuant to section 1.704-2(i)(42(j)(4) of the Regulations (relating to partner nonrecourse risk minimum gain chargebackscharge backs), if there is a net decrease in Partner Nonrecourse Member Risk Minimum Gain of the Partnership Palace for such taxable year or other period Fiscal Year (or if there was a net decrease in Partner Nonrecourse Member Risk Minimum Gain for a prior taxable year or other period Fiscal Year and the Partnership Palace did not have sufficient amounts of income during prior taxable year or other period Fiscal Years to allocate to the Partners Members under this Section 2.1(b)), then SECTION 4.1.2),then items of Partnership Palace income and gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 SECTION 4.1 for such taxable yearFiscal Year, to the Partners Members with shares of such minimum gain as of the first day of such taxable year or other period Fiscal Year in proportion to, and to the extent of, such Partner’s Member's share of the net decrease in such minimum gain (determined in a manner and subject to exceptions consistent with those referred to in SECTION 4.1.1, all as provided under section 1.704-2(i)(42(j)(4) of the Regulations). As provided in section 1.704-2(j1.704-(j) of the Regulations, income of the Partnership Palace allocated for any taxable year or other period Fiscal Year under this Section 2.1(b) SECTION 4.1.2 shall consist first of a pro rata portion items of gain Book Gain recognized from the disposition of Partnership Palace property subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Member Risk Nonrecourse Debt to which the Property extent of the decrease in Member Risk Minimum Gain that is subjectattributable to such disposition, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s each of Palace's other items of income Gross Income from Operations and other items of gain Book Gain from Capital Transactions for such year Fiscal Year (provided that items of gain Book Gain from a Capital Transaction comprising the disposition of property which that is subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject shall be allocated under this Section 2.1(b) SECTION 4.1.2 only to the extent not allocated under Section 2.1(a) hereofSECTION 4.1.1). (c) The General Partner 4.1.3 Any special allocations of items of Net Profits pursuant to SECTIONS 4.1.1 OR 4.1.2 shall use all reasonable efforts be taken into account in computing subsequent allocations of Net Profits and Net Losses pursuant to prevent ARTICLE 4, so that the net amount of any allocation from causing or increasing an Adjusted Capital Account Deficit. Consistent therewith items so allocated and the gain, loss and any other item allocated to each Member pursuant to ARTICLE 4 shall, to the extent possible, be equal to the net amount that would have been allocated to each such Member pursuant to the provisions of ARTICLE 4 if such special allocations had not occurred. 4.1.4 Pursuant to section 1.704-1(b)(2)(ii)(d) of the Regulations (relating to “"qualified income offsets”"), all Partnership income Palace profit shall be allocated, after giving tentative effect to all before any other allocations to be allocation is made pursuant to this Section 2.1 the succeeding provisions of SECTION 4.1 for the Allocation such Fiscal Year, proportionately among the Partners Members with Adjusted deficit balances in their Section 704 Capital Accounts Deficit (as determined after giving tentative effect to all other adjustments attributable to the allocations provided for in this Section 2.1) in amounts and the manner sufficient to eliminate such deficit balances as quickly as possible. As provided in section 1.704-1(b)(2)(ii)(d) of the Regulations, Partnership income allocated hereunder for the Allocation Year shall consist of a pro rata portion of each item of income for, and of gain occurring during, such year. (d) In the event any Partner has a deficit balance in its Capital Account at the end of any Allocation Year that is in excess of the amount such Partner is obligated to restore under this Agreement or pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income or gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 2.1(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account balance in excess of such amount after all other allocations provided in this Section 2.1 have been made as if Section 2.1(c) and this Section 2.1(d) were not contained in this Agreement (e) Any Partner Nonrecourse Deductions for any Allocation Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1). (f) For any Allocation Year, all Nonrecourse Deductions shall be allocated among the Partners in proportion to their respective Distribution Percentages for such Allocation Year. As provided in section 1.704-2(j) of the Regulations, Nonrecourse Deductions allocated hereunder for any Allocation Year shall consist first of Book Depreciation with respect to property which is subject to Nonrecourse Liability for such year with any remaining Nonrecourse Deductions deemed to be made up of a pro rata portion of the Partnership’s other deductions or losses for such year (provided that Book Depreciation with respect to property which is subject to Partner Nonrecourse Debt shall be allocated under this Section 2.1(f) only to the extent not allocated under Section 2.1(e) hereof). (i) To the extent any adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required pursuant to section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increased the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Regulations Section. (ii) Simulated Depletion for each Depletable Property and Simulated Loss upon the Disposition of a Depletable Property shall be allocated among the Partners in proportion to their shares of the Simulated Basis in such property. (i) For each Allocation Year, after giving effect to Sections 2.1(a) through (g), the rules set forth below in this Section 2.1(h) shall apply for the purpose of determining each Partner’s allocable share of the items of income, gain, loss and deduction of the Partnership comprising Profits and Losses of the Partnership for such year and determining special allocations of other items of income, gain, loss and deductions set forth below. (ii) The items of income, gain, deduction and loss of the Partnership comprising Profits or Losses for an Allocation Year shall be allocated among the persons who were Partners during such year in a manner that will reduce, proportionately, the differences between their respective Partially Adjusted Capital Accounts and Target Capital Accounts for such year. No portion of the Losses for any Allocation Year shall be allocated to a Partner whose Target Capital Account is greater than or equal to its Partially Adjusted Capital Account for such year. No portion of the Profits for any Allocation Year shall be allocated to any Partner whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account for such year.SECTION 4.1.1 AND SECTION

Allocation of Book Items. Before the allocations of Profits or Losses (or items thereof) pursuant to Section 2.1(h), the following special allocations shall be made in the following order: (a) Pursuant to section 1.704-2(f) of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Nonrecourse Minimum Gain of the Partnership for the Allocation Year (or if there was a net decrease in Nonrecourse Minimum Gain for a prior Allocation Year and the Partnership did not have sufficient amounts of income or gain during the Allocation Year to allocate to the Partners under this Section 2.1(a)), then items of Partnership income or gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 for such year, to each Partner in proportion to, and to the extent of, the total net decrease in such Partner’s share of the Nonrecourse Minimum Gain (determined and adjusted in accordance with the provisions of section 1.704-2(g) of the Regulations). As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any Allocation Year under this Section 2.1(a) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and items of gain for such year (provided that gain from the disposition of property which is subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject shall be allocated under this Section 2.1(a) only to the extent not allocated under Section 2.1(b) hereof). (b) Pursuant to section 1.704-2(i)(4) of the Regulations (relating to partner nonrecourse minimum gain chargebacks), if there is a net decrease in Partner Nonrecourse Minimum Gain of the Partnership for such taxable year or other period (or if there was a net decrease in Partner Nonrecourse Minimum Gain for a prior taxable year or other period and the Partnership did not have sufficient amounts of income during prior taxable year or other period to allocate to the Partners under this Section 2.1(b)), then items of Partnership income and gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 for such taxable year, to the Partners with shares of such minimum gain as of the first day of such taxable year or other period in proportion to, and to the extent of, such Partner’s share of the net decrease in such minimum gain all as provided under section 1.704-2(i)(4) of the Regulations. As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any taxable year or other period under this Section 2.1(b) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and other items of gain for such year (provided that items of gain from the disposition of property which is subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject shall be allocated under this Section 2.1(b) only to the extent not allocated under Section 2.1(a) hereof). (c) The General Partner shall use all reasonable efforts to prevent any allocation from causing or increasing an Adjusted Capital Account Deficit. Consistent therewith and pursuant to section 1.704-1(b)(2)(ii)(d) of the Regulations (relating to “qualified income offsets”), all Partnership income shall be allocated, after giving tentative effect to all other allocations to be made pursuant to this Section 2.1 for the Allocation Year, proportionately among the Partners with Adjusted Capital Accounts Deficit (as determined after giving tentative effect to all other adjustments attributable to the allocations provided for in this Section 2.1) in amounts and the manner sufficient to eliminate such deficit balances as quickly as possible. As provided in section 1.704-1(b)(2)(ii)(d) of the Regulations, Partnership income allocated hereunder for the Allocation Year shall consist of a pro rata portion of each item of income for, and of gain occurring during, such year. (d) In the event any Partner has a deficit balance in its Capital Account at the end of any Allocation Year that is in excess of the amount such Partner is obligated to restore under this Agreement or pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income or gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 2.1(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account balance in excess of such amount after all other allocations provided in this Section 2.1 have been made as if Section 2.1(c) and this Section 2.1(d) were not contained in this Agreement (e) Any Partner Nonrecourse Deductions for any Allocation Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1). (f) For any Allocation Year, all Nonrecourse Deductions shall be allocated among the Partners in proportion to their respective Distribution Percentages for such Allocation Year. As provided in section 1.704-2(j) of the Regulations, Nonrecourse Deductions allocated hereunder for any Allocation Year shall consist first of Book Depreciation with respect to property which is subject to Nonrecourse Liability for such year with any remaining Nonrecourse Deductions deemed to be made up of a pro rata portion of the Partnership’s other deductions or losses for such year (provided that Book Depreciation with respect to property which is subject to Partner Nonrecourse Debt shall be allocated under this Section 2.1(f) only to the extent not allocated under Section 2.1(e) hereof). (g) (i) To the extent any adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required pursuant to section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increased the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Regulations Section. (ii) Simulated Depletion for each Depletable Property and Simulated Loss upon the Disposition of a Depletable Property shall be allocated among the Partners in proportion to their shares of the Simulated Basis in such property. (i) For each Allocation Year, after giving effect to Sections 2.1(a) through (g), the rules set forth below in this Section 2.1(h) shall apply for the purpose of determining each Partner’s allocable share of the items of income, gain, loss and deduction of the Partnership comprising Profits and Losses of the Partnership for such year and determining special allocations of other items of income, gain, loss and deductions set forth below. (ii) The items of income, gain, deduction and loss of the Partnership comprising Profits or Losses for an Allocation Year shall be allocated among the persons who were Partners during such year in a manner that will reduce, proportionately, the differences between their respective Partially Adjusted Capital Accounts and Target Capital Accounts for such year. No portion of the Losses for any Allocation Year shall be allocated to a Partner whose Target Capital Account is greater than or equal to its Partially Adjusted Capital Account for such year. No portion of the Profits for any Allocation Year shall be allocated to any Partner whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account for such year.

Allocation of Book Items. Before Subject to the allocations provisions of Profits or Losses (or Sections 3.2 and 3.3, all items thereof) pursuant to Section 2.1(h), of profit and loss realized by the following special allocations Partnership during each fiscal year shall be made allocated among the Partners (after giving effect to all adjustments attributable to all contributions and distributions of money and property effected during such year) in the following order:manner prescribed in this Section 3.1. (a) Pursuant to section 1.704-2(f) of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Nonrecourse Partnership Minimum Gain of the Partnership for the Allocation Year such year (or if there was a net decrease in Nonrecourse Partnership Minimum Gain for a prior Allocation Year fiscal year and the Partnership did not have sufficient amounts of income or gain Gross Income and Book Gain during the Allocation Year prior years to allocate to among the Partners under this Section 2.1(a)3.1), then items of Partnership income or gain Gross Income and Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such year, to each Partner in proportion to, and an amount equal to the extent of, the total net decrease in such Partner’s share of the Nonrecourse net decrease in such Partnership Minimum Gain (as determined and adjusted in accordance with the provisions of section 1.704-2(gunder sections 1.7042(8)(2) of the Regulations). As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any Allocation Year under this Section 2.1(a) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and items of gain for such year (provided that gain from the disposition of property which is subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject shall be allocated under this Section 2.1(a) only to the extent not allocated under Section 2.1(b) hereof). (b) Pursuant to section 1.704-2(i)(4) of the Regulations (relating to partner nonrecourse minimum gain chargebacks), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain of the Partnership with respect to a Partner Nonrecourse Debt for such taxable year or other period (or if there was a net decrease in such Partner Nonrecourse Debt Minimum Gain for a prior taxable fiscal year or other period and the Partnership did not have sufficient amounts of income Gross Income and Book Gain during prior taxable year or other period years to allocate to among the Partners under this Section 2.1(b3. 1(b)), then items of Partnership income Gross Income and gain Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such taxable year, to the Partners each Partner with shares a share of such minimum gain Partner Nonrecourse Debt Minimum Gain as of the first day of such taxable year or other period in proportion to, and an amount equal to the extent of, such Partner’s share of the net decrease in such minimum gain all Partner Nonrecourse Debt Minimum Gain (as provided under section required by sections 1.704-2(i)(4) of the Regulations. As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any taxable year or other period under this Section 2.1(b) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and other items of gain for such year (provided that items of gain from the disposition of property which is subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject shall be allocated under this Section 2.1(b) only to the extent not allocated under Section 2.1(a) hereof). (c) The General Partner shall use all reasonable efforts to prevent any allocation from causing or increasing an Adjusted Capital Account Deficit. Consistent therewith and pursuant Pursuant to section 1.704-1(b)(2)(ii)(d) of the Regulations (relating to “qualified income offsets”), all Partnership income profit shall be allocated, after giving tentative effect to all before any other allocations to be allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for the Allocation Yearsuch year, proportionately among the Partners with Adjusted deficit balances in their Section 704 Capital Accounts Deficit (as determined after giving tentative effect to all other adjustments attributable to the allocations provided for in Sections 3.1(a) and 3.1(b) hereof but before giving effect to any adjustment attributable to other allocations provided for in succeeding provisions of this Section 2.13.1) in amounts and the manner sufficient to eliminate such deficit balances as quickly as possible. As provided in section 1.704-1(b)(2)(ii)(d) of the Regulations, Partnership income allocated hereunder for the Allocation Year shall consist of a pro rata portion of each item of income for, and of gain occurring during, such year. (d) In the event any All Partner has Nonrecourse Deductions attributable to a deficit balance in its Capital Account at the end of any Allocation Year that is in excess of the amount such Partner is obligated to restore under this Agreement or pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner Nonrecourse Debt shall be specially allocated items of Partnership income or gain among the Partner bearing the Economic Risk Of Loss for such debt; provided, however, that if more than one Partner bears the Economic Risk Of Loss for such debt, the Partner Nonrecourse Deductions attributable to such debt shall be allocated to and among such Partners, pro rata in the amount of such excess as quickly as possible, provided same proportion that an allocation pursuant their Economic Risks Of Loss bear to this Section 2.1(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account balance in excess of such amount after all other allocations provided in this Section 2.1 have been made as if Section 2.1(c) and this Section 2.1(d) were not contained in this Agreementone another. (e) Any Partner Nonrecourse Deductions for any Allocation Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1). (f) For any Allocation Year, all All Nonrecourse Deductions shall be allocated among the Partners Partners, pro rata in proportion to accordance with their respective Distribution Percentages for such Allocation Year. As provided in section 1.704-2(jSharing Percentages. (f) of Any Adjusted Net Income realized by the Regulations, Nonrecourse Deductions allocated hereunder for any Allocation Year shall consist first of Book Depreciation with respect to property which is subject to Nonrecourse Liability Partnership for such year with and, except as otherwise provided in Section 3.1(h) hereof; any remaining Nonrecourse Deductions deemed Book Gain derived from a Capital Transaction occurring during such year and not allocated pursuant to Sections 3.1(a), 3.1(b) and 3.1(c) hereof, shall be allocated among the Partners, as necessary, so as to cause the balances in their respective Section 704 Capital Accounts to be made up in the same ratio to one another as are their Sharing Percentages, with all remaining amounts of a Adjusted Net Income and Book Gain to be allocated to the Partners, pro rata portion of in accordance with their respective Sharing Percentages: (g) Any Adjusted Net Loss realized by the Partnership’s other deductions or losses Partnership for such year (and, except as otherwise provided that in Section 3.1(h) hereof, any Book Depreciation with respect Loss derived from a Capital Transaction occurring during such year and not allocated pursuant to property which is subject to Partner Nonrecourse Debt Sections 3.1(a), 3.1(b) and 3.1(c) hereof, shall be allocated under this among the Partners, as necessary, so as to cause the balances in their respective Section 2.1(f) only 704 Capital Accounts to be in the same ratio to one another as are their Sharing Percentages, with all remaining amounts of Adjusted Net Loss and Book Gain to be allocated to the extent not allocated under Section 2.1(e) hereof)Partners, pro rata in accordance with their respective Sharing Percentages. (ih) To Book Gain Or Loss derived from a Capital Transaction that is entered into in connection with, or results in, the extent any adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) Liquidation of the Code or Section 743(b) of the Code is required pursuant to section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increased the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Regulations Section. (ii) Simulated Depletion for each Depletable Property and Simulated Loss upon the Disposition of a Depletable Property Partnership shall be allocated among the Partners as follows in the following order of priority (after giving effect to all adjustments attributable to allocations of items of Partnership profit and loss made pursuant to the preceding provisions of this Section 3.1 for such year and after giving effect to all adjustments attributable to contributions and distributions or money and property effected prior to such determination): (i) Book Gain remaining after the allocations provided for in Sections 3.1(a), 3.1(b) and 3.1(c) hereof shall be allocated as follows and in the following order of priority: (A) First: Book Gain equal to the xxxxx balance (if any) in each Partner’s Capital Account shall be allocated to such Partner. (B) Second: An amount of Book Gain shall be allocated next among the Partners to the least extent necessary to cause their positive Capital Account balances to equal their respective Sharing Percentages. (C) Third: All remaining amounts of Book Gain shall be allocated among the Partners, pro rata in accordance with their respective Sharing Percentages. (ii) Book Loss (if any) shall be allocated as follows and in the following order of priority: (A) First: Book Loss shall be allocated to the Partners to the least extent necessary to cause the positive balances in their Capital Accounts to be in the same proportion to one another as are their shares respective Sharing Percentages. (B) Second: Amounts of Book Loss shall be allocated next among all of the Simulated Basis Partners, pro rata in such propertyaccordance with their respective Sharing Percentages until the Capital Account balance of each Partner equals zero. (C) Third: Any remaining Book Loss shall be allocated to the General Partner. (i) For each Allocation Year, after giving effect purposes of determining the nature (as ordinary or capital) of any Partnership profit allocated among the Partners for Federal income tax purposes pursuant to Sections 2.1(a) through (g)this Section 3.1, the rules set forth below portion of such profit required to be recognized as ordinary income pursuant to sections 1245 and/or 1250 of the Code shall be deemed to be allocated among the Partners in the same proportion that they were allocated and claimed the Book Depreciation deductions, or basis reductions, directly or indirectly giving rise to such treatment under sections 1245 and/or 1250 of the Code. (j) The parties intend that the foregoing allocation provisions of this Section 2.1(h) 3.1 shall apply for produce Capital Account balances of the purpose Partners that will permit liquidating distributions that are made in accordance with final Capital Account balances under Section 16.3 of determining each the Agreement to be made to the Partners, pro rata in accordance with their respective Sharing Percentages. To the extent that the tax allocation provisions of this Section 3.1 would fail to cause the Partner’s allocable share of final Capital Account balances to be in such ratio, (i) such provisions shall be amended by the items of income, gain, Partners if and to the extent necessary to produce such result and (xi) taxable income and taxable loss and deduction of the Partnership comprising Profits for prior open years (or items of Gross Income and Losses Deductible Expenses of the Partnership for such years) shall be reallocated among the Partners to the extent it is not possible to achieve such result with allocations of items of income (including Gross Income) and Deductible Expenses for the current year and determining special allocations future years. This Section 3.1(j) shall control notwithstanding any reallocation or adjustment of other items of taxable income, gaintaxable loss, loss and deductions set forth belowor items thereof by the Internal Revenue Service or any other taxing authority. (ii) The items of income, gain, deduction and loss of the Partnership comprising Profits or Losses for an Allocation Year shall be allocated among the persons who were Partners during such year in a manner that will reduce, proportionately, the differences between their respective Partially Adjusted Capital Accounts and Target Capital Accounts for such year. No portion of the Losses for any Allocation Year shall be allocated to a Partner whose Target Capital Account is greater than or equal to its Partially Adjusted Capital Account for such year. No portion of the Profits for any Allocation Year shall be allocated to any Partner whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account for such year.

Allocation of Book Items. Before Subject to the allocations provisions of Profits or Losses (or Sections 3.3 and 3.4 of this Exhibit A, all items thereof) pursuant to Section 2.1(h), of profit and loss realized by the following special allocations Company during each fiscal year shall be made allocated among the Members (after giving effect to all adjustments attributable to all contributions and distributions of money and property effected during such year) in the following order:manner prescribed in this Section 3.1. (a) Pursuant to section Section 1.704-2(f) of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Nonrecourse Company Minimum Gain of the Partnership for the Allocation Year such year (or if there was a net decrease in Nonrecourse Company Minimum Gain for a prior Allocation Year fiscal year and the Partnership Company did not have sufficient amounts of income or gain Gross Income and Book Gain during the Allocation Year prior years to allocate to among the Partners Members under this Section 2.1(a3.1(a)), then items of Partnership income or gain Gross Income and Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such year, to each Partner Member in proportion to, and an amount equal to such Member’s share of the extent of, the total net decrease in such Partner’s share of the Nonrecourse Company Minimum Gain (determined and adjusted in accordance with the provisions of section 1.704-2(g) of the Regulations). As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any Allocation Year under this Section 2.1(a) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and items of gain for such year (provided that gain from the disposition of property which is subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject shall be allocated under this Section 2.1(a) only to the extent not allocated under Section 2.1(b) hereof)Gain. (b) Pursuant to section Section 1.704-2(i)(4) of the Regulations (relating to partner nonrecourse minimum gain chargebacks), if there is a net decrease in Partner Member Nonrecourse Debt Minimum Gain of the Partnership with respect to a Member Nonrecourse Debt for such taxable year or other period (or if there was a net decrease in Partner such Member Nonrecourse Debt Minimum Gain for a prior taxable fiscal year or other period and the Partnership Company did not have sufficient amounts of income Gross Income and Book Gain during prior taxable year or other period years to allocate to among the Partners Members under this Section 2.1(b3.1(b)), then items of Partnership Gross Income and Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 3.1 for such year, to each Member with a share of such Member Nonrecourse Debt Minimum Gain as of the first day of such year in an amount equal to such Member’s share of the net decrease in such Member Nonrecourse Debt Minimum Gain. (c) Pursuant to Section 1.704-1(b)(2)(ii)(d) of the Regulations (relating to “qualified income offsets”), if a transaction described in Section 1.704(b)(2)(ii)(d)(4), (5) and (6) of the Regulations occurs unexpectedly, items of Company income and gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such taxable year, to the Partners among each Member with shares of such minimum gain as of the first day of such taxable year or other period in proportion to, and to the extent of, such Partner’s share of the net decrease in such minimum gain all as provided under section 1.704-2(i)(4) of the Regulations. As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any taxable year or other period under this Section 2.1(b) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and other items of gain for such year (provided that items of gain from the disposition of property which is subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject shall be allocated under this Section 2.1(b) only to the extent not allocated under Section 2.1(a) hereof). (c) The General Partner shall use all reasonable efforts to prevent any allocation from causing or increasing an Adjusted Capital Account Deficit. Consistent therewith Deficit in an amount and pursuant to section 1.704-1(b)(2)(ii)(d) of the Regulations (relating to “qualified income offsets”), all Partnership income shall be allocated, after giving tentative effect to all other allocations to be made pursuant to this Section 2.1 for the Allocation Year, proportionately among the Partners with Adjusted Capital Accounts Deficit (as determined after giving tentative effect to all other adjustments attributable to the allocations provided for in this Section 2.1) in amounts and the manner sufficient to eliminate such deficit balances as quickly as possible. As provided in section 1.704-1(b)(2)(ii)(d) of eliminate, to the extent required by the Regulations, Partnership income allocated hereunder for the Allocation Year shall consist of a pro rata portion of each item of income for, and of gain occurring during, such year. (d) In the event any Partner has a deficit balance in its Adjusted Capital Account at the end of any Allocation Year that is in excess of the amount such Partner is obligated to restore under this Agreement or pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income or gain in the amount Deficit of such excess Member as quickly as possible, provided that an allocation pursuant to this Section 2.1(d3.1(c) shall be made only if if, and to the extent that such Partner Member would have a deficit an Adjusted Capital Account balance in excess of such amount Deficit after all other allocations provided for in this Section 2.1 Article III have been tentatively made as if Section 2.1(c) and this Section 2.1(d3.1(c) were not contained in this AgreementExhibit A. (d) All Member Nonrecourse Deductions attributable to a Member Nonrecourse Debt shall be allocated among the Members bearing the Economic Risk Of Loss for such debt; provided, however, that if more than one Member bears the Economic Risk Of Loss for such debt, the Member Nonrecourse Deductions attributable to such debt shall be allocated to and among such Members, pro rata in the same proportion that their Economic Risks Of Loss bear to one another. (e) Any Partner Nonrecourse Deductions for any Allocation Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1). (f) For any Allocation Year, all All Nonrecourse Deductions shall be allocated among the Partners Members, pro rata in proportion to accordance with their respective Distribution Percentages for such Allocation Year. As provided in section 1.704-2(jSharing Percentages. (f) of Any Adjusted Net Income realized by the Regulations, Nonrecourse Deductions allocated hereunder for any Allocation Year shall consist first of Book Depreciation with respect to property which is subject to Nonrecourse Liability Company for such year with and, except as provided in Section 3.1(h) hereof, any remaining Nonrecourse Deductions deemed to be made up of Book Gain derived from a pro rata portion of the Partnership’s other deductions or losses for Capital Transaction occurring during such year (provided that Book Depreciation with respect to property which is subject to Partner Nonrecourse Debt shall be allocated under this Section 2.1(f) only to the extent and not allocated under Section 2.1(e) hereof). (i) To the extent any adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required pursuant to section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital AccountsSections 3.1(a), the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increased the basis of the asset) or loss (if the adjustment decreases such basis3.1(b), 3.1(c), 3.1(d), and such gain or loss will be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Regulations Section. (ii3.1(e) Simulated Depletion for each Depletable Property and Simulated Loss upon the Disposition of a Depletable Property Section 3.4 hereof, shall be allocated among the Partners Members, as necessary, so as to cause the balances in their respective Section 704 Capital Accounts to be in the same ratio to one another as are their Sharing Percentages, with all remaining amounts of Adjusted Net Income and Book Loss to be allocated to the Members pro rata in accordance with their respective Sharing Percentages. (g) Any Adjusted Net Loss realized by the Company for such year and, except as provided in Section 3.1(h) hereof, any Book Loss derived from a Capital Transaction occurring during such year and not allocated pursuant to Sections 3.1(a), 3.1(b), 3.1(c), 3,1(d), and 3.1(e) and Section 3.4 hereof, shall be allocated among the Members, as necessary, so as to cause the balances in their respective Section 704 Capital Accounts to be in the same ratio to one another as are their Sharing Percentages, with all remaining amounts of Adjusted Net Loss and Book Loss to be allocated to the Members pro rata in accordance with their respective Sharing Percentages. (h) Book Gain Or Loss derived from a Capital Transaction that is entered into in connection with, or results in, the Liquidation of the Company shall be allocated among the Members as follows in the following order of priority (after giving effect to all adjustments attributable to allocations of items of Company profit and loss made pursuant to the preceding provisions of this Section 3.1 and Section 3.4 for such year and after giving effect to all adjustments attributable to contributions and distributions or money and property effected prior to such determination): (i) Book Gain remaining after the allocations provided for in Sections 3.1(a), 3.1(b) and 3.1(c) hereof shall be allocated as follows and in the following order of priority: (A) First: Book Gain equal to the deficit balance (if any) in each Member’s Capital Account shall be allocated to such Member. (B) Second: An amount of Book Gain shall be allocated next among the Members to the least extent necessary to cause their positive Section 704 Capital Account balances to equal their respective Sharing Percentages. (C) Third: All remaining amounts of Book Gain shall be allocated among the Members pro rata in accordance with their respective Sharing Percentages. (ii) Book Loss (if any) shall be allocated as follows and in the following order of priority: (A) First: Book Loss shall be allocated to the Members to the least extent necessary to cause the positive balances in their Section 704 Capital Accounts to be in the same proportion to one another as are their shares respective Sharing Percentages. (B) Second: All remaining amounts of Book Loss shall be allocated among the Simulated Basis Members pro rata in such propertyaccordance with their respective Sharing Percentages. (i) For each Allocation Yearpurposes of determining the nature (as ordinary or capital) of any Company profit allocated among the Members for Federal income tax purposes pursuant to this Section 3.1, after giving effect the portion of such profit required to be recognized as ordinary income pursuant to Sections 2.1(a) through (g), the rules set forth below in this Section 2.1(h) shall apply for the purpose of determining each Partner’s allocable share 1245 and/or 1250 of the items of income, gain, loss and deduction of the Partnership comprising Profits and Losses of the Partnership for such year and determining special allocations of other items of income, gain, loss and deductions set forth below. (ii) The items of income, gain, deduction and loss of the Partnership comprising Profits or Losses for an Allocation Year Code shall be deemed to be allocated among the persons who Members in the same proportion that they were Partners during allocated and they claimed the Book Depreciation deductions, or basis reductions, directly or indirectly giving rise to such year in a manner treatment under Sections 1245 and/or 1250 of the Code. (j) The parties intend that the foregoing allocation provisions of this Section 3.1 shall produce Section 704 Capital Account balances of the Members that will reducepermit liquidating distributions that are made in accordance with final Capital Account balances under Section 17.3 of the Agreement to be made to the Members, proportionately, the differences between pro rata in accordance with their respective Partially Adjusted Sharing Percentages. To the extent that the allocation provisions of this Section 3.1 would fail to cause the Members’ final Capital Accounts Account balances to be in such ratio, (i) such provisions shall be amended by the Members if and Target Capital Accounts to the extent necessary to produce such result and (ii) taxable income and taxable loss of the Company for prior open years (or items of Gross Income and Deductible Expenses of the Company for such year. No portion of the Losses for any Allocation Year years) shall be allocated reallocated among the Members to a Partner whose Target Capital Account the extent it is greater than not possible to achieve such result with allocations of items of income (including Gross Income) and Deductible Expenses for the current year and future years. This Section 3.1(j) shall control notwithstanding any reallocation or equal to its Partially Adjusted Capital Account for such year. No portion adjustment of taxable income, taxable loss, or items thereof by the Profits for Internal Revenue Service or any Allocation Year shall be allocated to any Partner whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account for such yearother taxing authority.

Allocation of Book Items. Before Subject to the allocations provisions of Profits or Losses (or Sections 3.2 and 3.3, all items thereof) pursuant to Section 2.1(h), of profit and loss realized by the following special allocations Partnership during each fiscal year shall be made allocated among the Partners (after giving effect to all adjustments attributable to all contributions and distributions of money and property effected during such year) in the following order:manner prescribed in this Section 3.1. (a) Pursuant to section 1.704-2(f) of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Nonrecourse Partnership Minimum Gain of the Partnership for the Allocation Year such year (or if there was a net decrease in Nonrecourse Partnership Minimum Gain for a prior Allocation Year fiscal year and the Partnership did not have sufficient amounts of income or gain Gross Income and Book Gain during the Allocation Year prior years to allocate to among the Partners under this Section 2.1(a3.1), then items of Gross Income (a) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Regulations, and shall be interpreted consistently therewith. (b) Pursuant to section 1.704-2(i)(4) of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain with respect to a Partner Nonrecourse Debt for such year (or if there was a net decrease in such Partner Nonrecourse Debt Minimum Gain for a prior fiscal year and the Partnership did not have sufficient amounts of Gross Income and Book Gain during prior years to allocate among the Partners under this Section 3.1(b)), then items of Partnership income or gain Gross Income and Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such year, to each Partner with a share of such Partner Nonrecourse Debt Minimum Gain as of the first day of such year in proportion to, and an amount equal to such Partner's share of the extent of, the total net decrease in such Partner’s share of the Partner Nonrecourse Debt Minimum Gain (determined and adjusted in accordance with the provisions of section as required by sections 1.704-2(g2(i)(4) of the Regulations). As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any Allocation Year under this Section 2.1(a) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and items of gain for such year (provided that gain from the disposition of property which is subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject shall be allocated under this Section 2.1(a) only to the extent not allocated under Section 2.1(b) hereof). (bc) Pursuant to section 1.704-2(i)(41(b)(2)(ii)(d) of the Regulations (relating to partner nonrecourse minimum gain chargebacks"qualified income offsets"), if there is a net decrease in Partner Nonrecourse Minimum Gain of the Partnership for such taxable year or other period (or if there was a net decrease in Partner Nonrecourse Minimum Gain for a prior taxable year or other period and the Partnership did not have sufficient amounts of income during prior taxable year or other period to allocate to the Partners under this Section 2.1(b)), then items of Partnership income and gain profit shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such taxable year, to the Partners with shares of such minimum gain as of the first day of such taxable year or other period in proportion to, and to the extent of, such Partner’s share of the net decrease in such minimum gain all as provided under section 1.704-2(i)(4) of the Regulations. As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any taxable year or other period under this Section 2.1(b) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and other items of gain for such year (provided that items of gain from the disposition of property which is subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject shall be allocated under this Section 2.1(b) only to the extent not allocated under Section 2.1(a) hereof). (c) The General Partner shall use all reasonable efforts to prevent any allocation from causing or increasing an Adjusted Capital Account Deficit. Consistent therewith and pursuant to section 1.704-1(b)(2)(ii)(d) of the Regulations (relating to “qualified income offsets”), all Partnership income shall be allocated, after giving tentative effect to all other allocations to be made pursuant to this Section 2.1 for the Allocation Year, proportionately among the Partners with Adjusted deficit balances in their Section 704 Capital Accounts Deficit (as determined after giving tentative effect to all other adjustments attributable to the allocations provided for in Sections 3.1(a) and 3.1(b) hereof but before giving effect to any adjustment attributable to other allocations provided for in succeeding provisions of this Section 2.13.1) in amounts and the manner sufficient to eliminate such deficit balances as quickly as possible. As provided in section 1.704-1(b)(2)(ii)(d) of the Regulations, Partnership income allocated hereunder for the Allocation Year shall consist of a pro rata portion of each item of income for, and of gain occurring during, such year. (d) In All Partner Nonrecourse Deductions attributable to a Partner Nonrecourse Debt shall be allocated among the event Partners bearing the Economic Risk Of Loss for such debt; provided, however, that if more than one Partner bears the Economic Risk Of Loss for such debt, the Partner Nonrecourse Deductions attributable to such debt shall be allocated to and among such Partners, pro rata in the same proportion that their Economic Risks Of Loss bear to one another. (e) All Nonrecourse Deductions shall be allocated among the Partners, pro rata in accordance with their respective Sharing Percentages. (f) After giving effect to the allocations set forth in Section 3.1(a), 3.1(b) and 3.1(c) hereof, any Adjusted Net Loss of the Partnership, and each item of income, gain, loss, deduction and credit related thereto, for a year of the Partnership's operations shall be allocated as set forth in Section 3.1(f)(i), subject to the limitation in Section 3.1(f)(ii). (i) Adjusted Net Loss for any year shall be allocated in the following order and priority: (A) First, one hundred percent (100%) to the Partners, in proportion to and to the extent of the remainder, if any, of (1) the cumulative Adjusted Net Income allocated to each such Partner pursuant to Section 3.1(g)(iii) for all prior years, over (2) the cumulative Adjusted Net Losses allocated to such Partner pursuant to this Section 3.1(f)(i)(A) for all prior years; (B) The balance, if any, among the Partners as necessary, so as to cause the balances in their respective Capital Accounts to be in the same ratio to one another as are their Sharing Percentages, with all remaining amounts of Adjusted Net Loss to be allocated to the Partners, pro rata, in accordance with their respective Sharing Percentages. (ii) The Net Losses allocated pursuant to Section 3.1(f)(i) shall not exceed the maximum amount of losses that can be so allocated without causing any Partner has to have a deficit balance in its such Partner's Section 704 Capital Account at the end of any Allocation Year that is year. All Adjusted Net Losses in excess of the amount such Partner is obligated to restore under this Agreement or pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income or gain limitations set forth in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 2.1(d3.1(f)(ii) shall be made only if and allocated as follows: (A) Among the Partners who may receive such an allocation without causing such Partners to the extent that such Partner would have a deficit Capital Account balance in excess their respective Section 704 Capital Accounts at the end of such amount after all other allocations provided in this Section 2.1 have been made as if Section 2.1(c) and this Section 2.1(d) were not contained in this Agreement (e) Any Partner Nonrecourse Deductions for any Allocation Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1). (f) For any Allocation Year, all Nonrecourse Deductions shall be allocated among the Partners year in proportion to their respective Distribution Percentages for such Allocation Year. As provided in section 1.704-2(j) of the RegulationsSharing Percentages, Nonrecourse Deductions allocated hereunder for any Allocation Year shall consist first of Book Depreciation with respect to property which is subject to Nonrecourse Liability for such year with any remaining Nonrecourse Deductions deemed to be made up of a pro rata portion of the Partnership’s other deductions or losses for such year (provided that Book Depreciation with respect to property which is subject to Partner Nonrecourse Debt shall be allocated under this Section 2.1(f) only to the extent not allocated under Section 2.1(e) hereof).and then (iB) To the extent any adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required pursuant to section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increased the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Regulations Section. (ii) Simulated Depletion for each Depletable Property and Simulated Loss upon the Disposition of a Depletable Property shall be allocated among the Partners in proportion to their shares of the Simulated Basis in such propertyGeneral Partner. (i) For each Allocation Year, after giving effect to Sections 2.1(a) through (g), the rules set forth below in this Section 2.1(h) shall apply for the purpose of determining each Partner’s allocable share of the items of income, gain, loss and deduction of the Partnership comprising Profits and Losses of the Partnership for such year and determining special allocations of other items of income, gain, loss and deductions set forth below. (ii) The items of income, gain, deduction and loss of the Partnership comprising Profits or Losses for an Allocation Year shall be allocated among the persons who were Partners during such year in a manner that will reduce, proportionately, the differences between their respective Partially Adjusted Capital Accounts and Target Capital Accounts for such year. No portion of the Losses for any Allocation Year shall be allocated to a Partner whose Target Capital Account is greater than or equal to its Partially Adjusted Capital Account for such year. No portion of the Profits for any Allocation Year shall be allocated to any Partner whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account for such year.

Allocation of Book Items. Before Subject to the allocations provisions of Profits or Losses (or Sections 3.2 and 3.3, all items thereof) pursuant to Section 2.1(h), of profit and loss realized by the following special allocations Partnership during each fiscal year shall be made allocated among the Partners (after giving effect to all adjustments attributable to all contributions and distributions of money and property effected during such year) in the following order:manner prescribed in this Section 3.1. (a) Pursuant to section 1.704-2(f) of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Nonrecourse Partnership Minimum Gain of the Partnership for the Allocation Year such year (or if there was a net decrease in Nonrecourse Partnership Minimum Gain for a prior Allocation Year fiscal year and the Partnership did not have sufficient amounts of income or gain Gross Income and Book Gain during the Allocation Year prior years to allocate to among the Partners under this Section 2.1(a)3.1), then items of Partnership income or gain Gross Income and Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such year, to each Partner in proportion to, and an amount equal to such Partner's share of the extent of, the total net decrease in such Partner’s share of the Nonrecourse Partnership Minimum Gain (as determined and adjusted in accordance with the provisions of section under sections 1.704-2(g2(g)(2) of the Regulations). As provided This (a) is intended to comply with the minimum gain chargeback requirement in section Section 1.704-2(j2(f) of the Regulations, income of the Partnership allocated for any Allocation Year under this Section 2.1(a) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and items of gain for such year (provided that gain from the disposition of property which is subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject shall be allocated under this Section 2.1(a) only to the extent not allocated under Section 2.1(b) hereof)interpreted consistently therewith. (b) Pursuant to section 1.704-2(i)(4) of the Regulations (relating to partner nonrecourse minimum gain chargebacks), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain of the Partnership with respect to a Partner Nonrecourse Debt for such taxable year or other period (or if there was a net decrease in such Partner Nonrecourse Debt Minimum Gain for a prior taxable fiscal year or other period and the Partnership did not have sufficient amounts of income Gross Income and Book Gain during prior taxable year or other period years to allocate to among the Partners under this Section 2.1(b3.1(b)), then items of Partnership income Gross Income and gain Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such taxable year, to the Partners each Partner with shares a share of such minimum gain Partner Nonrecourse Debt Minimum Gain as of the first day of such taxable year or other period in proportion to, and an amount equal to the extent of, such Partner’s 's share of the net decrease in such minimum gain all Partner Nonrecourse Debt Minimum Gain (as provided under section required by sections 1.704-2(i)(4) of the Regulations. As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any taxable year or other period under this Section 2.1(b) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and other items of gain for such year (provided that items of gain from the disposition of property which is subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject shall be allocated under this Section 2.1(b) only to the extent not allocated under Section 2.1(a) hereof). (c) The General Partner shall use all reasonable efforts to prevent any allocation from causing or increasing an Adjusted Capital Account Deficit. Consistent therewith and pursuant Pursuant to section 1.704-1(b)(2)(ii)(d) of the Regulations (relating to “"qualified income offsets”"), all Partnership income profit shall be allocated, after giving tentative effect to all before any other allocations to be allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for the Allocation Yearsuch year, proportionately among the Partners with Adjusted deficit balances in their Section 704 Capital Accounts Deficit (as determined after giving tentative effect to all other adjustments attributable to the allocations provided for in Sections 3.1(a) and 3.1(b) hereof but before giving effect to any adjustment attributable to other allocations provided for in succeeding 7 <PAGE> provisions of this Section 2.13.1) in amounts and the manner sufficient to eliminate such deficit balances as quickly as possible. As provided in section 1.704-1(b)(2)(ii)(d) of the Regulations, Partnership income allocated hereunder for the Allocation Year shall consist of a pro rata portion of each item of income for, and of gain occurring during, such year. (d) In the event any Partner has a deficit balance in its Capital Account at the end of any Allocation Year that is in excess of the amount such Partner is obligated to restore under this Agreement or pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income or gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 2.1(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account balance in excess of such amount after all other allocations provided in this Section 2.1 have been made as if Section 2.1(c) and this Section 2.1(d) were not contained in this Agreement (e) Any Partner Nonrecourse Deductions for any Allocation Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1). (f) For any Allocation Year, all Nonrecourse Deductions shall be allocated among the Partners in proportion to their respective Distribution Percentages for such Allocation Year. As provided in section 1.704-2(j) of the Regulations, Nonrecourse Deductions allocated hereunder for any Allocation Year shall consist first of Book Depreciation with respect to property which is subject to Nonrecourse Liability for such year with any remaining Nonrecourse Deductions deemed to be made up of a pro rata portion of the Partnership’s other deductions or losses for such year (provided that Book Depreciation with respect to property which is subject to Partner Nonrecourse Debt shall be allocated under this Section 2.1(f) only to the extent not allocated under Section 2.1(e) hereof). (i) To the extent any adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required pursuant to section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increased the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Regulations Section. (ii) Simulated Depletion for each Depletable Property and Simulated Loss upon the Disposition of a Depletable Property shall be allocated among the Partners in proportion to their shares of the Simulated Basis in such property. (i) For each Allocation Year, after giving effect to Sections 2.1(a) through (g), the rules set forth below in this Section 2.1(h) shall apply for the purpose of determining each Partner’s allocable share of the items of income, gain, loss and deduction of the Partnership comprising Profits and Losses of the Partnership for such year and determining special allocations of other items of income, gain, loss and deductions set forth below. (ii) The items of income, gain, deduction and loss of the Partnership comprising Profits or Losses for an Allocation Year shall be allocated among the persons who were Partners during such year in a manner that will reduce, proportionately, the differences between their respective Partially Adjusted Capital Accounts and Target Capital Accounts for such year. No portion of the Losses for any Allocation Year shall be allocated to a Partner whose Target Capital Account is greater than or equal to its Partially Adjusted Capital Account for such year. No portion of the Profits for any Allocation Year shall be allocated to any Partner whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account for such year.

Allocation of Book Items. Before Subject to the allocations provisions of Profits or Losses (or Sections 3.2 and 3.3, all items thereof) pursuant to Section 2.1(h), of profit and loss realized by the following special allocations Partnership during each fiscal year shall be made allocated among the Partners (after giving effect to all adjustments attributable to all contributions and distributions of money and property effected during such year) in the following order:manner prescribed in this Section 3.1. (a) Pursuant to section 1.704-2(f2(0 of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Partnership Minimum Gain for such year (or if there was a net decrease in Partnership Minimum Gain for a prior fiscal year and the Partnership did not have sufficient amounts of Gross Income and Book Gain during prior years to allocate among the Partners under this Section 3.1), then items of Gross Income and Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 3.1 for such year, to each Partner in an amount equal to such Partner’s share of the net decrease in such Partnership Minimum Gain (as determined under sections 1.704-2(g)(2) of the Regulations). (b) Pursuant to section 1.704-2(i)(4) of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain of the Partnership with respect to a Partner Nonrecourse Debt for the Allocation Year such year (or if there was a net decrease in such Partner Nonrecourse Debt Minimum Gain for a prior Allocation Year fiscal year and the Partnership did not have sufficient amounts of income or gain Gross Income and Book Gain during the Allocation Year prior years to allocate to among the Partners under this Section 2.1(a3. 1(b)), then items of Partnership income or gain Gross Income and Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such year, to each Partner in proportion to, and to the extent of, the total net decrease in such Partner’s with a share of the Nonrecourse Minimum Gain (determined and adjusted in accordance with the provisions of section 1.704-2(g) of the Regulations). As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any Allocation Year under this Section 2.1(a) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and items of gain for such year (provided that gain from the disposition of property which is subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject shall be allocated under this Section 2.1(a) only to the extent not allocated under Section 2.1(b) hereof). (b) Pursuant to section 1.704-2(i)(4) of the Regulations (relating to partner nonrecourse minimum gain chargebacks), if there is a net decrease in Partner Nonrecourse Minimum Gain of the Partnership for such taxable year or other period (or if there was a net decrease in Partner Nonrecourse Minimum Gain for a prior taxable year or other period and the Partnership did not have sufficient amounts of income during prior taxable year or other period to allocate to the Partners under this Section 2.1(b)), then items of Partnership income and gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 for such taxable year, to the Partners with shares of such minimum gain as of the first day of such taxable year or other period in proportion to, and an amount equal to the extent of, such Partner’s share of the net decrease in such minimum gain all Partner Nonrecourse Debt Minimum Gain (as provided under section required by sections 1.704-2(i)(4) of the Regulations. As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any taxable year or other period under this Section 2.1(b) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and other items of gain for such year (provided that items of gain from the disposition of property which is subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject shall be allocated under this Section 2.1(b) only to the extent not allocated under Section 2.1(a) hereof). (c) The General Partner shall use all reasonable efforts to prevent any allocation from causing or increasing an Adjusted Capital Account Deficit. Consistent therewith and pursuant Pursuant to section 1.704-1(b)(2)(ii)(d) of the Regulations (relating to “qualified income offsets”), all Partnership income profit shall be allocated, after giving tentative effect to all before any other allocations to be allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for the Allocation Yearsuch year, proportionately among the Partners with Adjusted deficit balances in their Section 704 Capital Accounts Deficit (as determined after giving tentative effect to all other adjustments attributable to the allocations provided for in Sections 3.1(a) and 3.1(b) hereof but before giving effect to any adjustment attributable to other allocations provided for in succeeding provisions of this Section 2.13.1) in amounts and the manner sufficient to eliminate such deficit balances as quickly as possible. As provided in section 1.704-1(b)(2)(ii)(d) of the Regulations, Partnership income allocated hereunder for the Allocation Year shall consist of a pro rata portion of each item of income for, and of gain occurring during, such year. (d) In the event any All Partner has Nonrecourse Deductions attributable to a deficit balance in its Capital Account at the end of any Allocation Year that is in excess of the amount such Partner is obligated to restore under this Agreement or pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner Nonrecourse Debt shall be specially allocated items of Partnership income or gain among the Partner bearing the Economic Risk Of Loss for such debt; provided, however, that if more than one Partner bears the Economic Risk Of Loss for such debt, the Partner Nonrecourse Deductions attributable to such debt shall be allocated to and among such Partners, pro rata in the amount of such excess as quickly as possible, provided same proportion that an allocation pursuant their Economic Risks Of Loss bear to this Section 2.1(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account balance in excess of such amount after all other allocations provided in this Section 2.1 have been made as if Section 2.1(c) and this Section 2.1(d) were not contained in this Agreementone another. (e) Any Partner Nonrecourse Deductions for any Allocation Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1). (f) For any Allocation Year, all All Nonrecourse Deductions shall be allocated among the Partners Partners, pro rata in proportion to accordance with their respective Distribution Percentages for such Allocation Year. As provided in section 1.704-2(jSharing Percentages. (f) of Any Adjusted Net Income realized by the Regulations, Nonrecourse Deductions allocated hereunder for any Allocation Year shall consist first of Book Depreciation with respect to property which is subject to Nonrecourse Liability Partnership for such year with and, except as otherwise provided in Section 3.1(h) hereof, any remaining Nonrecourse Deductions deemed to be made up of Book Gain derived from a pro rata portion of the Partnership’s other deductions or losses for Capital Transaction occurring during such year (provided that Book Depreciation with respect to property which is subject to Partner Nonrecourse Debt shall be allocated under this Section 2.1(f) only to the extent and not allocated under Section 2.1(epursuant to Sections 3.1(a), 3.1(b) and 3.1(c) hereof). (i) To the extent any adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required pursuant to section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increased the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Regulations Section. (ii) Simulated Depletion for each Depletable Property and Simulated Loss upon the Disposition of a Depletable Property shall be allocated among the Partners Partners, as necessary, so as to cause the balances in proportion to their shares of the Simulated Basis in such property. (i) For each Allocation Year, after giving effect to Sections 2.1(a) through (g), the rules set forth below in this Section 2.1(h) shall apply for the purpose of determining each Partner’s allocable share of the items of income, gain, loss and deduction of the Partnership comprising Profits and Losses of the Partnership for such year and determining special allocations of other items of income, gain, loss and deductions set forth below. (ii) The items of income, gain, deduction and loss of the Partnership comprising Profits or Losses for an Allocation Year shall be allocated among the persons who were Partners during such year in a manner that will reduce, proportionately, the differences between their respective Partially Adjusted Section 704 Capital Accounts to be in the same ratio to one another as are their Sharing Percentages, with all remaining amounts of Adjusted Net Income and Target Capital Accounts for such year. No portion of the Losses for any Allocation Year shall Book Gain to be allocated to a Partner whose Target Capital Account is greater than or equal to its Partially Adjusted Capital Account for such year. No portion of the Profits for any Allocation Year shall be allocated to any Partner whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account for such year.Partners, pro rata in accordance with their respective Sharing Percentages:

Allocation of Book Items. Before Subject to the allocations provisions of Profits or Losses (or Sections 3.2 and 3.3, all items thereof) pursuant to Section 2.1(h), of profit and loss realized by the following special allocations Partnership during each fiscal year shall be made allocated among the Partners (after giving effect to all adjustments attributable to all contributions and distributions of money and property effected during such year) in the following order:manner prescribed in this Section 3.1. (a) Pursuant to section 1.704-2(f) of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Nonrecourse Partnership Minimum Gain of the Partnership for the Allocation Year such year (or if there was a net decrease in Nonrecourse Partnership Minimum Gain for a prior Allocation Year fiscal year and the Partnership did not have sufficient amounts of income or gain Gross Income and Book Gain during the Allocation Year prior years to allocate to among the Partners under this Section 2.1(a)3.1), then items of Partnership income or gain Gross Income and Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such year, to each Partner in proportion to, and an amount equal to such Partner's share of the extent of, the total net decrease in such Partner’s share of the Nonrecourse Partnership Minimum Gain (as determined and adjusted in accordance with the provisions of section under sections 1.704-2(g2(g)(2) of the Regulations). As provided This (a) is intended to comply with the minimum gain chargeback requirement in section Section 1.704-2(j2(f) of the Regulations, income of the Partnership allocated for any Allocation Year under this Section 2.1(a) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and items of gain for such year (provided that gain from the disposition of property which is subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject shall be allocated under this Section 2.1(a) only to the extent not allocated under Section 2.1(b) hereof)interpreted consistently therewith. (b) Pursuant to section 1.704-2(i)(4) of the Regulations (relating to partner nonrecourse minimum gain chargebacks), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain of the Partnership with respect to a Partner Nonrecourse Debt for such taxable year or other period (or if there was a net decrease in such Partner Nonrecourse Debt Minimum Gain for a prior taxable fiscal year or other period and the Partnership did not have sufficient amounts of income Gross Income and Book Gain during prior taxable year or other period years to allocate to among the Partners under this Section 2.1(b3.1(b)), then items of Partnership income Gross Income and gain Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such taxable year, to the Partners each Partner with shares a share of such minimum gain Partner Nonrecourse Debt Minimum Gain as of the first day of such taxable year or other period in proportion to, and an amount equal to the extent of, such Partner’s 's share of the net decrease in such minimum gain all Partner Nonrecourse Debt Minimum Gain (as provided under section required by sections 1.704-2(i)(4) of the Regulations. As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any taxable year or other period under this Section 2.1(b) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and other items of gain for such year (provided that items of gain from the disposition of property which is subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject shall be allocated under this Section 2.1(b) only to the extent not allocated under Section 2.1(a) hereof). (c) The General Partner shall use all reasonable efforts to prevent any allocation from causing or increasing an Adjusted Capital Account Deficit. Consistent therewith and pursuant Pursuant to section 1.704-1(b)(2)(ii)(d) of the Regulations (relating to “"qualified income offsets”"), all Partnership income profit shall be allocated, after giving tentative effect to all before any other allocations to be allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for the Allocation Yearsuch year, proportionately among the Partners with Adjusted deficit balances in their Section 704 Capital Accounts Deficit (as determined after giving tentative effect to all other adjustments attributable to the allocations provided for in Sections 3.1(a) and 3.1(b) hereof but before giving effect to any adjustment attributable to other allocations provided for in succeeding provisions of this Section 2.13.1) in amounts and the manner sufficient to eliminate such deficit balances as quickly as possible. As provided in section 1.704-1(b)(2)(ii)(d) of the Regulations, Partnership income allocated hereunder for the Allocation Year shall consist of a pro rata portion of each item of income for, and of gain occurring during, such year. (d) In the event any All Partner has Nonrecourse Deductions attributable to a deficit balance in its Capital Account at the end of any Allocation Year that is in excess of the amount such Partner is obligated to restore under this Agreement or pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner Nonrecourse Debt shall be specially allocated items of Partnership income or gain among the Partners bearing the Economic Risk Of Loss for such debt; provided, however, that if more than one Partner bears the Economic Risk Of Loss for such debt, the Partner Nonrecourse Deductions attributable to such debt shall be allocated to and among such Partners, pro rata in the amount of such excess as quickly as possible, provided same proportion that an allocation pursuant their Economic Risks Of Loss bear to this Section 2.1(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account balance in excess of such amount after all other allocations provided in this Section 2.1 have been made as if Section 2.1(c) and this Section 2.1(d) were not contained in this Agreementone another. (e) Any Partner Nonrecourse Deductions for any Allocation Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1). (f) For any Allocation Year, all All Nonrecourse Deductions shall be allocated among the Partners Partners, pro rata in proportion to accordance with their respective Distribution Percentages for such Allocation Year. As provided in section 1.704-2(jSharing Percentages. (f) of Any Adjusted Net Income realized by the Regulations, Nonrecourse Deductions allocated hereunder for any Allocation Year shall consist first of Book Depreciation with respect to property which is subject to Nonrecourse Liability Partnership for such year with and, except as otherwise provided in Section 3.1(h) hereof any remaining Nonrecourse Deductions deemed Book Gain derived from a Capital Transaction occurring during such year, and not allocated pursuant to Sections 3.1(a), 3.1(b) and 3.1(c) hereof, shall be allocated among the Partners, as necessary, so as to cause the balances in their respective Section 704 Capital Accounts to be made up in the same ratio to one another as are their Sharing Percentages, with all remaining amounts of a Adjusted Net Income and Book Gain to be allocated to the Partners, pro rata portion of in accordance with their respective Sharing Percentages. (g) Any Adjusted Net Loss realized by the Partnership’s other deductions or losses Partnership for such year (and, except as otherwise provided that in Section 3.1(h) hereof any Book Depreciation with respect Loss derived from a Capital Transaction occurring during such year and not allocated pursuant to property which is subject to Partner Nonrecourse Debt Sections 3.1(a), 3.1(b) and 3.1(c) hereof, shall be allocated under this among the Partners, as necessary, so as to cause the balances in their respective Section 2.1(f) only 704 Capital Accounts to be in the same ratio to one another as are their Sharing Percentages, with all remaining amounts of Adjusted Net Loss and Book Gain to be allocated to the extent not allocated under Section 2.1(e) hereof)Partners, pro rata in accordance with their respective Sharing Percentages. (ih) To Book Gain Or Loss derived from a Capital Transaction that is entered into in connection with, or results in, the extent any adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) Liquidation of the Code or Section 743(b) of the Code is required pursuant to section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increased the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Regulations Section. (ii) Simulated Depletion for each Depletable Property and Simulated Loss upon the Disposition of a Depletable Property Partnership shall be allocated among the Partners as follows in proportion the following order of priority (after giving effect to their shares all adjustments attributable to allocations of items of Partnership profit and loss made pursuant to the Simulated Basis in preceding provisions of this Section 3.1 for such property.year and after giving effect to all adjustments attributable to contributions and distributions or money and property effected prior to such determination): (i) For each Allocation Year, Book Gain remaining after giving effect to the allocations provided for in Sections 2.1(a) through (g3.1(a), 3.1(b) and 3.1(c) hereof shall be allocated as follows and in the rules set forth below following order of priority: (A) First: Book Gain equal to the deficit balance (if any) in this Section 2.1(h) shall apply for the purpose of determining each Partner’s allocable share 's Capital Account shall be allocated to such Partner. (B) Second: An amount of Book Gain shall be allocated next among the items Partners to the least extent necessary to cause their positive Capital Account balances to equal their respective Sharing Percentages. (C) Third: All remaining amounts of incomeBook Gain shall be allocated among the Partners, gain, loss and deduction of the Partnership comprising Profits and Losses of the Partnership for such year and determining special allocations of other items of income, gain, loss and deductions set forth belowpro rata in accordance with their respective Sharing Percentages. (ii) The items of income, gain, deduction and loss of the Partnership comprising Profits or Losses for an Allocation Year Book Loss (if any) shall be allocated among as follows and in the persons who were Partners during such year in a manner that will reduce, proportionately, the differences between their respective Partially Adjusted Capital Accounts and Target Capital Accounts for such year. No portion following order of the Losses for any Allocation Year priority: (A) First: Book Loss shall be allocated to a Partner whose Target the Partners to the least extent necessary to cause the positive balances in their Capital Account is greater than or equal Accounts to its Partially Adjusted Capital Account for such year. No portion be in the same proportion to one another as are their respective Sharing Percentages. (B) Second: Amounts of the Profits for any Allocation Year Book Loss shall be allocated to any Partner whose Partially Adjusted next among all of the Partners, pro rata in accordance with their respective Sharing Percentages until the Capital Account is greater than or equal to its Target Capital Account for such yearbalance of each Partner equals zero.

Allocation of Book Items. Before Subject to the allocations provisions of Profits or Losses (or Sections 3.2 and 3.3, all items thereof) pursuant to Section 2.1(h), of profit and loss realized by the following special allocations Partnership during each fiscal year shall be made allocated among the Partners (after giving effect to all adjustments attributable to all contributions and distributions of money and property effected during such year) in the following order:manner prescribed in this Section 3.1. (a) Pursuant to section Section 1.704-2(f) of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Nonrecourse Partnership Minimum Gain of the Partnership for the Allocation Year such year (or if there was a net decrease in Nonrecourse Partnership Minimum Gain for a prior Allocation Year fiscal year and the Partnership did not have sufficient amounts of income or gain Gross Income and Book Gain during the Allocation Year prior years to allocate to among the Partners under this Section 2.1(a3.1), then items of Gross Income (a) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Regulations, and shall be interpreted consistently therewith. (b) Pursuant to Section 1.704-2(i)(4) of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain with respect to a Partner Nonrecourse Debt for such year (or if there was a net decrease in such Partner Nonrecourse Debt Minimum Gain for a prior fiscal year and the Partnership did not have sufficient amounts of Gross Income and Book Gain during prior years to allocate among the Partners under this Section 3.1(b)), then items of Partnership income or gain Gross Income and Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such year, to each Partner with a share of such Partner Nonrecourse Debt Minimum Gain as of the first day of such year in proportion to, and an amount equal to such Partner's share of the extent of, the total net decrease in such Partner’s share of the Partner Nonrecourse Debt Minimum Gain (determined and adjusted in accordance with the provisions of section as required by Sections 1.704-2(g2(i)(4) of the Regulations). As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any Allocation Year under this Section 2.1(a) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and items of gain for such year (provided that gain from the disposition of property which is subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject shall be allocated under this Section 2.1(a) only to the extent not allocated under Section 2.1(b) hereof). (bc) Pursuant to section Section 1.704-2(i)(41(b)(2)(ii)(d) of the Regulations (relating to partner nonrecourse minimum gain chargebacks"qualified income offsets"), if there is a net decrease in Partner Nonrecourse Minimum Gain of the Partnership for such taxable year or other period (or if there was a net decrease in Partner Nonrecourse Minimum Gain for a prior taxable year or other period and the Partnership did not have sufficient amounts of income during prior taxable year or other period to allocate to the Partners under this Section 2.1(b)), then items of Partnership income and gain profit shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such taxable year, to the Partners with shares of such minimum gain as of the first day of such taxable year or other period in proportion to, and to the extent of, such Partner’s share of the net decrease in such minimum gain all as provided under section 1.704-2(i)(4) of the Regulations. As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any taxable year or other period under this Section 2.1(b) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and other items of gain for such year (provided that items of gain from the disposition of property which is subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject shall be allocated under this Section 2.1(b) only to the extent not allocated under Section 2.1(a) hereof). (c) The General Partner shall use all reasonable efforts to prevent any allocation from causing or increasing an Adjusted Capital Account Deficit. Consistent therewith and pursuant to section 1.704-1(b)(2)(ii)(d) of the Regulations (relating to “qualified income offsets”), all Partnership income shall be allocated, after giving tentative effect to all other allocations to be made pursuant to this Section 2.1 for the Allocation Year, proportionately among the Partners with Adjusted deficit balances in their Section 704 Capital Accounts Deficit (as determined after giving tentative effect to all other adjustments attributable to the allocations provided for in Sections 3.1(a) and 3.1(b) hereof but before giving effect to any adjustment attributable to other allocations provided for in succeeding provisions of this Section 2.13.1) in amounts and the manner sufficient to eliminate such deficit balances as quickly as possible. As provided in section 1.704-1(b)(2)(ii)(d) of the Regulations, Partnership income allocated hereunder for the Allocation Year shall consist of a pro rata portion of each item of income for, and of gain occurring during, such year. (d) In All Partner Nonrecourse Deductions attributable to a Partner Nonrecourse Debt shall be allocated among the event Partners bearing the Economic Risk Of Loss for such debt; provided, however, that if more than one Partner bears the Economic Risk Of Loss for such debt, the Partner Nonrecourse Deductions attributable to such debt shall be allocated to and among such Partners, pro rata in the same proportion that their Economic Risks Of Loss bear to one another. (e) All Nonrecourse Deductions shall be allocated among the Partners, pro rata in accordance with their respective Sharing Percentages. (f) After giving effect to the allocations set forth in Section 3.1(a), 3.1(b) and 3.1(c) hereof, any Adjusted Net Loss of the Partnership, and each item of income, gain, loss, deduction and credit related thereto, for a year of the Partnership's operations shall be allocated as set forth in Section 3.1(f)(i), subject to the limitation in Section 3.1(f)(ii). (i) Adjusted Net Loss for any year shall be allocated in the following order and priority: (A) First, one hundred percent (100%) to the Partners, in proportion to and to the extent of the remainder, if any, of (1) the cumulative Adjusted Net Income allocated to each such Partner pursuant to Section 3.1(g)(iii) for all prior years, over (2) the cumulative Adjusted Net Losses allocated to such Partner pursuant to this Section 3.1(f)(i)(A) for all prior years; (B) The balance, if any, among the Partners as necessary, so as to cause the balances in their respective Capital Accounts to be in the same ratio to one another as are their Sharing Percentages, with all remaining amounts of Adjusted Net Loss to be allocated to the Partners, pro rata, in accordance with their respective Sharing Percentages. (ii) The Net Losses allocated pursuant to Section 3.1(f)(i) shall not exceed the maximum amount of losses that can be so allocated without causing any Partner has to have a deficit balance in its such Partner's Section 704 Capital Account at the end of any Allocation Year that is year. All Adjusted Net Losses in excess of the amount such Partner is obligated to restore under this Agreement or pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income or gain limitations set forth in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 2.1(d3.1(f)(ii) shall be made only if and allocated as follows: (A) Among the Partners who may receive such an allocation without causing such Partners to the extent that such Partner would have a deficit Capital Account balance in excess their respective Section 704 Capital Accounts at the end of such amount after all other allocations provided in this Section 2.1 have been made as if Section 2.1(c) and this Section 2.1(d) were not contained in this Agreement (e) Any Partner Nonrecourse Deductions for any Allocation Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1). (f) For any Allocation Year, all Nonrecourse Deductions shall be allocated among the Partners year in proportion to their respective Distribution Percentages for such Allocation Year. As provided in section 1.704-2(j) of the RegulationsSharing Percentages, Nonrecourse Deductions allocated hereunder for any Allocation Year shall consist first of Book Depreciation with respect to property which is subject to Nonrecourse Liability for such year with any remaining Nonrecourse Deductions deemed to be made up of a pro rata portion of the Partnership’s other deductions or losses for such year (provided that Book Depreciation with respect to property which is subject to Partner Nonrecourse Debt shall be allocated under this Section 2.1(f) only to the extent not allocated under Section 2.1(e) hereof).and then (iB) To the extent any adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required pursuant to section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increased the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Regulations Section. (ii) Simulated Depletion for each Depletable Property and Simulated Loss upon the Disposition of a Depletable Property shall be allocated among the Partners in proportion to their shares of the Simulated Basis in such propertyGeneral Partner. (i) For each Allocation Year, after giving effect to Sections 2.1(a) through (g), the rules set forth below in this Section 2.1(h) shall apply for the purpose of determining each Partner’s allocable share of the items of income, gain, loss and deduction of the Partnership comprising Profits and Losses of the Partnership for such year and determining special allocations of other items of income, gain, loss and deductions set forth below. (ii) The items of income, gain, deduction and loss of the Partnership comprising Profits or Losses for an Allocation Year shall be allocated among the persons who were Partners during such year in a manner that will reduce, proportionately, the differences between their respective Partially Adjusted Capital Accounts and Target Capital Accounts for such year. No portion of the Losses for any Allocation Year shall be allocated to a Partner whose Target Capital Account is greater than or equal to its Partially Adjusted Capital Account for such year. No portion of the Profits for any Allocation Year shall be allocated to any Partner whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account for such year.

Allocation of Book Items. Before Subject to the allocations provisions of Profits or Losses (or Sections 3.2 and 3.3, all items thereof) pursuant to Section 2.1(h), of profit and loss realized by the following special allocations Partnership during each fiscal year shall be made allocated among the Partners (after giving effect to all adjustments attributable to all contributions and distributions of money and property effected during such year) in the following order:manner prescribed in this Section 3.1. (a) Pursuant to section 1.704-2(f) of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Nonrecourse Partnership Minimum Gain of the Partnership for the Allocation Year such year (or if there was a net decrease in Nonrecourse Partnership Minimum Gain for a prior Allocation Year fiscal year and the Partnership did not have sufficient amounts of income or gain Gross Income and Book Gain during the Allocation Year prior years to allocate to among the Partners under this Section 2.1(a)3.1), then items of Partnership income or gain Gross Income and Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such year, to each Partner in proportion to, and an amount equal to the extent of, the total net decrease in such Partner’s share of the Nonrecourse net decrease in such Partnership Minimum Gain (as determined and adjusted in accordance with the provisions of section under sections 1.704-2(g2(g)(2) of the Regulations). As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any Allocation Year under this Section 2.1(a) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and items of gain for such year (provided that gain from the disposition of property which is subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject shall be allocated under this Section 2.1(a) only to the extent not allocated under Section 2.1(b) hereof). (b) Pursuant to section 1.704-2(i)(4) of the Regulations (relating to partner nonrecourse minimum gain chargebacks), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain of the Partnership with respect to a Partner Nonrecourse Debt for such taxable year or other period (or if there was a net decrease in such Partner Nonrecourse Debt Minimum Gain for a prior taxable fiscal year or other period and the Partnership did not have sufficient amounts of income Gross Income and Book Gain during prior taxable year or other period years to allocate to among the Partners under this Section 2.1(b3. 1(b)), then items of Partnership income Gross Income and gain Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such taxable year, to the Partners each Partner with shares a share of such minimum gain Partner Nonrecourse Debt Minimum Gain as of the first day of such taxable year or other period in proportion to, and an amount equal to the extent of, such Partner’s share of the net decrease in such minimum gain all Partner Nonrecourse Debt Minimum Gain (as provided under section required by sections 1.704-2(i)(4) of the Regulations. As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any taxable year or other period under this Section 2.1(b) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and other items of gain for such year (provided that items of gain from the disposition of property which is subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject shall be allocated under this Section 2.1(b) only to the extent not allocated under Section 2.1(a) hereof). (c) The General Partner shall use all reasonable efforts to prevent any allocation from causing or increasing an Adjusted Capital Account Deficit. Consistent therewith and pursuant Pursuant to section 1.704-1(b)(2)(ii)(d) of the Regulations (relating to “qualified income offsets”), all Partnership income profit shall be allocated, after giving tentative effect to all before any other allocations to be allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for the Allocation Yearsuch year, proportionately among the Partners with Adjusted deficit balances in their Section 704 Capital Accounts Deficit (as determined after giving tentative effect to all other adjustments attributable to the allocations provided for in Sections 3.1(a) and 3.1(b) hereof but before giving effect to any adjustment attributable to other allocations provided for in succeeding provisions of this Section 2.13.1) in amounts and the manner sufficient to eliminate such deficit balances as quickly as possible. As provided in section 1.704-1(b)(2)(ii)(d) of the Regulations, Partnership income allocated hereunder for the Allocation Year shall consist of a pro rata portion of each item of income for, and of gain occurring during, such year. (d) In the event any All Partner has Nonrecourse Deductions attributable to a deficit balance in its Capital Account at the end of any Allocation Year that is in excess of the amount such Partner is obligated to restore under this Agreement or pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner Nonrecourse Debt shall be specially allocated items of Partnership income or gain among the Partner bearing the Economic Risk Of Loss for such debt; provided, however, that if more than one Partner bears the Economic Risk Of Loss for such debt, the Partner Nonrecourse Deductions attributable to such debt shall be allocated to and among such Partners, pro rata in the amount of such excess as quickly as possible, provided same proportion that an allocation pursuant their Economic Risks Of Loss bear to this Section 2.1(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account balance in excess of such amount after all other allocations provided in this Section 2.1 have been made as if Section 2.1(c) and this Section 2.1(d) were not contained in this Agreementone another. (e) Any Partner Nonrecourse Deductions for any Allocation Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1). (f) For any Allocation Year, all All Nonrecourse Deductions shall be allocated among the Partners Partners, pro rata in proportion to accordance with their respective Distribution Percentages for such Allocation Year. As provided in section 1.704-2(jSharing Percentages. (f) of Any Adjusted Net Income realized by the Regulations, Nonrecourse Deductions allocated hereunder for any Allocation Year shall consist first of Book Depreciation with respect to property which is subject to Nonrecourse Liability Partnership for such year with and, except as otherwise provided in Section 3.1(h) hereof, any remaining Nonrecourse Deductions deemed to be made up of Book Gain derived from a pro rata portion of the Partnership’s other deductions or losses for Capital Transaction occurring during such year (provided that Book Depreciation with respect to property which is subject to Partner Nonrecourse Debt shall be allocated under this Section 2.1(f) only to the extent and not allocated under Section 2.1(epursuant to Sections 3.1(a), 3.1(b) and 3.1(c) hereof). (i) To the extent any adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required pursuant to section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increased the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Regulations Section. (ii) Simulated Depletion for each Depletable Property and Simulated Loss upon the Disposition of a Depletable Property shall be allocated among the Partners Partners, as necessary, so as to cause the balances in proportion to their shares of the Simulated Basis in such property. (i) For each Allocation Year, after giving effect to Sections 2.1(a) through (g), the rules set forth below in this Section 2.1(h) shall apply for the purpose of determining each Partner’s allocable share of the items of income, gain, loss and deduction of the Partnership comprising Profits and Losses of the Partnership for such year and determining special allocations of other items of income, gain, loss and deductions set forth below. (ii) The items of income, gain, deduction and loss of the Partnership comprising Profits or Losses for an Allocation Year shall be allocated among the persons who were Partners during such year in a manner that will reduce, proportionately, the differences between their respective Partially Adjusted Section 704 Capital Accounts to be in the same ratio to one another as are their Sharing Percentages, with all remaining amounts of Adjusted Net Income and Target Capital Accounts for such year. No portion of the Losses for any Allocation Year shall Book Gain to be allocated to a Partner whose Target Capital Account is greater than or equal to its Partially Adjusted Capital Account for such year. No portion of the Profits for any Allocation Year shall be allocated to any Partner whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account for such year.Partners, pro rata in accordance with their respective Sharing Percentages:

Allocation of Book Items. Before Subject to the allocations provisions of Profits or Losses (or Sections 3.3 and 3.4 of this Exhibit A, all items thereof) pursuant to Section 2.1(h), of profit and loss realized by the following special allocations Company during each fiscal year shall be made allocated among the Members (after giving effect to all adjustments attributable to all contributions and distributions of money and property effected during such year) in the following order:manner prescribed in this Section 3.1. (a) Pursuant to section Section 1.704-2(f) of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Nonrecourse Company Minimum Gain of the Partnership for the Allocation Year such year (or if there was a net decrease in Nonrecourse Company Minimum Gain for a prior Allocation Year fiscal year and the Partnership Company did not have sufficient amounts of income or gain Gross Income and Book Gain during the Allocation Year prior years to allocate to among the Partners Members under this Section 2.1(a3.1(a)), then items of Partnership income or gain Gross Income and Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such year, to each Partner Member in proportion to, and an amount equal to such Member’s share of the extent of, the total net decrease in such Partner’s share of the Nonrecourse Company Minimum Gain (determined and adjusted in accordance with the provisions of section 1.704-2(g) of the Regulations). As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any Allocation Year under this Section 2.1(a) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and items of gain for such year (provided that gain from the disposition of property which is subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject shall be allocated under this Section 2.1(a) only to the extent not allocated under Section 2.1(b) hereof)Gain. (b) Pursuant to section Section 1.704-2(i)(4) of the Regulations (relating to partner nonrecourse minimum gain chargebacks), if there is a net decrease in Partner Member Nonrecourse Debt Minimum Gain of the Partnership with respect to a Member Nonrecourse Debt for such taxable year or other period (or if there was a net decrease in Partner such Member Nonrecourse Debt Minimum Gain for a prior taxable fiscal year or other period and the Partnership Company did not have sufficient amounts of income Gross’ Income and Book Gain during prior taxable year or other period years to allocate to among the Partners Members under this Section 2.1(b3.1(b)), then items of Partnership Gross Income and nook Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 3.1 for such year, to each Member with a share of such Member Nonrecourse Debt Minimum Gain as of the first day of such year in an amount equal to` such Member’s share of the net decrease in such Member Nonrecourse Debt Minimum Gain. (c) Pursuant to Section 1.704-1(b)(2)(ii)(d) of the Regulations (relating to “qualified income offsets”), if a transaction described in Section 1.704(b)(2)(ii)(d)(4), (5) and (6) of the Regulations occurs unexpectedly, items of Company income and gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such taxable year, to the Partners among each Member with shares of such minimum gain as of the first day of such taxable year or other period in proportion to, and to the extent of, such Partner’s share of the net decrease in such minimum gain all as provided under section 1.704-2(i)(4) of the Regulations. As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any taxable year or other period under this Section 2.1(b) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and other items of gain for such year (provided that items of gain from the disposition of property which is subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject shall be allocated under this Section 2.1(b) only to the extent not allocated under Section 2.1(a) hereof). (c) The General Partner shall use all reasonable efforts to prevent any allocation from causing or increasing an Adjusted Capital Account Deficit. Consistent therewith Deficit in an amount and pursuant to section 1.704-1(b)(2)(ii)(d) of the Regulations (relating to “qualified income offsets”), all Partnership income shall be allocated, after giving tentative effect to all other allocations to be made pursuant to this Section 2.1 for the Allocation Year, proportionately among the Partners with Adjusted Capital Accounts Deficit (as determined after giving tentative effect to all other adjustments attributable to the allocations provided for in this Section 2.1) in amounts and the manner sufficient to eliminate such deficit balances as quickly as possible. As provided in section 1.704-1(b)(2)(ii)(d) of eliminate, to the extent required by the Regulations, Partnership income allocated hereunder for the Allocation Year shall consist of a pro rata portion of each item of income for, and of gain occurring during, such year. (d) In the event any Partner has a deficit balance in its Adjusted Capital Account at the end of any Allocation Year that is in excess of the amount such Partner is obligated to restore under this Agreement or pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income or gain in the amount Deficit of such excess Member as quickly as possible, provided that an allocation pursuant to this Section 2.1(d3.1(c) shall be made only if if, and to the extent that such Partner Member would have a deficit an Adjusted Capital Account balance in excess of such amount Deficit after all other allocations provided for in this Section 2.1 Article 3 have been tentatively made as if Section 2.1(c) and this Section 2.1(d3.1(c) were not contained in this AgreementExhibit A. (d) All Member Nonrecourse Deductions, attributable to a Member Nonrecourse Debt shall be allocated among the Members bearing the Economic Risk Of Loss for such debt; provided, however, that if more than one Member bears the Economic Risk Of Loss for such debt, the Member Nonrecourse Deductions attributable to such debt shall be allocated to and among such Members, pro rata in the same proportion that their Economic Risks Of Loss bear to one another. (e) Any Partner Nonrecourse Deductions for any Allocation Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1). (f) For any Allocation Year, all All Nonrecourse Deductions shall be allocated among the Partners Members, pro rata in proportion to accordance with their respective Distribution Percentages for such Allocation Year. As provided in section 1.704-2(jSharing Percentages. (f) of Any Adjusted Net Income realized by the Regulations, Nonrecourse Deductions allocated hereunder for any Allocation Year shall consist first of Book Depreciation with respect to property which is subject to Nonrecourse Liability Company for such year with and, except as provided in Section 3.1(h) hereof, any remaining Nonrecourse Deductions deemed Book Gain derived from a Capital Transaction occurring during such year and not allocated pursuant to Sections 3.1(a), 3.1(b), 3.1(c), 3.1(d), and 3.1(e) and Section 3.4 hereof, shall be allocated among the Members, as necessary, so as to cause the balances in their respective Section 704 Capital Accounts to be made up m the same ratio to one another as are their Sharing Percentages, with all remaining amounts of a Adjusted Net Income and Book Loss to be allocated to the Members, pro rata portion of in accordance with their respective Sharing Percentages. (g) Any Adjusted Net Loss realized by the Partnership’s other deductions or losses Company for such year (and, except as provided that in Section 3.1(h) hereof, any Book Depreciation with respect Loss derived from a Capital Transaction occurring during such year and not allocated pursuant to property which is subject to Partner Nonrecourse Debt Sections 3.1(a), 3.1(b), 3.1(c), 3.1(d), and 3.1(e) and Section 3.4 hereof shall be allocated under among the Members, as necessary, so as to cause the balances in their respective Section 704 Capital Accounts to the in the same ratio to one another as are their Sharing Percentages, with ail remaining amounts of Adjusted Net Loss and Book Loss to be allocated to the Members pro rata in accordance with their respective Sharing Percentages. (h) Book Gain Or Loss derived from a Capital Transaction that is entered into in connection with, or results in, the Liquidation of the Company shall be allocated among the Members as follows in the following order of priority (after giving effect to all adjustments attributable to allocations of items of Company profit and loss made pursuant to the preceding provisions of this Section 2.1(f) only 3.1 and Section 3.4 for such year and after giving effect to the extent not allocated under Section 2.1(e) hereofall adjustments attributable to contributions and distributions or money and property effected prior to such determination). (i) To Book Gain remaining after the extent any adjustment allocations provided for in Sections 3.1(a), 3.1(b) and 3.1(c) hereof shall be allocated as follows and in the following order of priority: (A) First: Book Gain equal to the adjusted tax basis of any Partnership asset pursuant deficit balance (if any) in each Member’s Capital Account shall be allocated to Section 734(bsuch Member. (B) of the Code or Section 743(b) of the Code is required pursuant to section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts, the Second: An amount of such adjustment Book Gain shall be allocated next among the Members to the least extent necessary to cause their positive Section 704 Capital Accounts will be treated as an item Account balances to equal their respective Sharing Percentages. (C) Third: All remaining amounts of gain (if the adjustment increased the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Regulations Section. (ii) Simulated Depletion for each Depletable Property and Simulated Loss upon the Disposition of a Depletable Property Book Gain shall be allocated among the Partners Members pro rata in accordance with their respective Sharing Percentages. (ii) Book Loss (if any) shall he allocated as follows and in the following order of priority: (A) First: Book Loss shall be allocated to the Members to the least extent necessary to cause the positive balances in their Section 704 Capital Accounts to be in the same proportion to one another as are their shares respective Sharing Percentages. (B) Second: All remaining amounts of Book Loss shall be allocated among the Simulated Basis Members pro rata in such propertyaccordance with their respective Sharing Percentages. (i) For each Allocation Yearpurposes of determining the nature (as ordinary or capital) of any Company profit allocated among the Members for Federal income tax purposes pursuant to this Section 3.1, after giving effect the portion of such profit required to be recognized as ordinary income pursuant to Sections 2.1(a) through (g), the rules set forth below in this Section 2.1(h) shall apply for the purpose of determining each Partner’s allocable share 1245 and/or 1250 of the items of income, gain, loss and deduction of the Partnership comprising Profits and Losses of the Partnership for such year and determining special allocations of other items of income, gain, loss and deductions set forth below. (ii) The items of income, gain, deduction and loss of the Partnership comprising Profits or Losses for an Allocation Year Code shall be deemed to be allocated among the persons who Members in the same proportion that they were Partners during allocated and `they claimed the Book Depreciation deductions, or basis reductions, directly or indirectly giving rise to such year in a manner treatment under Sections 1245 and/or 1250 of the Code. (j) The parties intend that the foregoing allocation provisions of this Section 3.1 shall produce Section 704 Capital Account balances of the Members that will reducepermit liquidating distributions that are made in accordance with final Capital Account balances under Section 16.3 of the Agreement to be made to the Members, proportionatelypro rata in accordance with their respective Sharing Percentages. To, the differences between their respective Partially Adjusted extent that the allocation provisions of this Section 3.1 would fail to cause the Members’ final Capital Accounts Account balances to be in such ratio, (i) such provisions shall be amended by the Members if and Target Capital Accounts to the extent necessary to produce such result and (ii) taxable income and taxable loss of the Company for prior open years (or items of Gross income and Deductible Expenses of the Company for such year. No portion of the Losses for any Allocation Year years) shall be allocated reallocated among the Members to a Partner whose Target Capital Account the extent it is greater than not possible to achieve such result with allocations of items of income (including Gross Income) and Deductible Expenses for the current year and future years. This Section 3.1(j) shall control notwithstanding any reallocation or equal to its Partially Adjusted Capital Account for such year. No portion adjustment of taxable income, taxable loss, or items thereof by the Profits for Internal Revenue Service or any Allocation Year shall be allocated to any Partner whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account for such yearother taxing authority.

Allocation of Book Items. Before Subject to the allocations provisions of Profits or Losses (or Sections 3.2 and 3.3, all items thereof) pursuant to Section 2.1(h), of profit and loss realized by the following special allocations Partnership during each fiscal year shall be made allocated among the Partners (after giving effect to all adjustments attributable to all contributions and distributions of money and property effected during such year) in the following order:manner prescribed in this Section 3.1. (a) Pursuant to section 1.704-2(f) of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Nonrecourse Partnership Minimum Gain of the Partnership for the Allocation Year such year (or if there was a net decrease in Nonrecourse Partnership Minimum Gain for a prior Allocation Year fiscal year and the Partnership did not have sufficient amounts of income or gain Gross Income and Book Gain during the Allocation Year prior years to allocate to among the Partners under this Section 2.1(a)3.1), then items of Partnership income or gain Gross Income and Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such year, to each Partner in proportion to, and an amount equal to such Partner's share of the extent of, the total net decrease in such Partner’s share of the Nonrecourse Partnership Minimum Gain (as determined and adjusted in accordance with the provisions of section under sections 1.704-2(g2(g)(2) of the Regulations). As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any Allocation Year under this Section 2.1(a) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and items of gain for such year (provided that gain from the disposition of property which is subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject shall be allocated under this Section 2.1(a) only to the extent not allocated under Section 2.1(b) hereof). (b) Pursuant to section 1.704-2(i)(4) of the Regulations (relating to partner nonrecourse minimum gain chargebacks), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain of the Partnership with respect to a Partner Nonrecourse Debt for such taxable year or other period (or if there was a net decrease in such Partner Nonrecourse Debt Minimum Gain for a prior taxable fiscal year or other period and the Partnership did not have sufficient amounts of income Gross Income and Book Gain during prior taxable year or other period years to allocate to among the Partners under this Section 2.1(b3.1(b)), then items of Partnership income Gross Income and gain Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for such taxable year, to the Partners each Partner with shares a share of such minimum gain Partner Nonrecourse Debt Minimum Gain as of the first day of such taxable year or other period in proportion to, and an amount equal to the extent of, such Partner’s 's share of the net decrease in such minimum gain all Partner Nonrecourse Debt Minimum Gain (as provided under section required by sections 1.704-2(i)(4) of the Regulations. As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any taxable year or other period under this Section 2.1(b) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and other items of gain for such year (provided that items of gain from the disposition of property which is subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject shall be allocated under this Section 2.1(b) only to the extent not allocated under Section 2.1(a) hereof). (c) The General Partner shall use all reasonable efforts to prevent any allocation from causing or increasing an Adjusted Capital Account Deficit. Consistent therewith and pursuant Pursuant to section 1.704-1(b)(2)(ii)(dl(b)(2)(ii)(d) of the Regulations (relating to “"qualified income offsets”"), all Partnership income profit shall be allocated, after giving tentative effect to all before any other allocations to be allocation is made pursuant to the succeeding provisions of this Section 2.1 3.1 for the Allocation Yearsuch year, proportionately among the Partners with Adjusted deficit balances in their Section 704 Capital Accounts Deficit (as determined after giving tentative effect to all other adjustments attributable to the allocations provided for in Sections 3.1(a) and 3.1(b) hereof but before giving effect to any adjustment attributable to other allocations provided for in succeeding provisions of this Section 2.13.1) in amounts and the manner sufficient to eliminate such deficit balances as quickly as possible. As provided in section 1.704-1(b)(2)(ii)(d) of the Regulations, Partnership income allocated hereunder for the Allocation Year shall consist of a pro rata portion of each item of income for, and of gain occurring during, such year. (d) In the event any All Partner has Nonrecourse Deductions attributable to a deficit balance in its Capital Account at the end of any Allocation Year that is in excess of the amount such Partner is obligated to restore under this Agreement or pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner Risk Nonrecourse Debt shall be specially allocated items of Partnership income or gain among the Partner bearing the Economic Risk Of Loss for such debt; provided, however, that if more than one Partner bear the Economic Risk Of Loss for such debt, the Partner Risk Nonrecourse Deductions attributable to such debt shall be allocated to and among such Partners, pro rata in the amount of such excess as quickly as possible, provided same proportion that an allocation pursuant their Economic Risks Of Loss bear to this Section 2.1(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account balance in excess of such amount after all other allocations provided in this Section 2.1 have been made as if Section 2.1(c) and this Section 2.1(d) were not contained in this Agreementone another. (e) Any Partner Nonrecourse Deductions for any Allocation Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1). (f) For any Allocation Year, all All Nonrecourse Deductions shall be allocated among the Partners Partners, pro rata in proportion to accordance with their respective Distribution Percentages for such Allocation Year. As provided in section 1.704-2(jSharing Percentages. (f) of Any Adjusted Net Income realized by the Regulations, Nonrecourse Deductions allocated hereunder for any Allocation Year shall consist first of Book Depreciation with respect to property which is subject to Nonrecourse Liability Partnership for such year with and, except as otherwise provided in Section 3.1(h) hereof, any remaining Nonrecourse Deductions deemed to be made up of Book Gain derived from a pro rata portion of the Partnership’s other deductions or losses for Capital Transaction occurring during such year (provided that Book Depreciation with respect to property which is subject to Partner Nonrecourse Debt shall be allocated under this Section 2.1(f) only to the extent and not allocated under Section 2.1(epursuant to Sections 3.1(a), 3.1(b) and 3.1(c) hereof). (i) To the extent any adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required pursuant to section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increased the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Regulations Section. (ii) Simulated Depletion for each Depletable Property and Simulated Loss upon the Disposition of a Depletable Property shall be allocated among the Partners Partners, as necessary, so as to cause the balances in proportion their respective Section 704 Capital Accounts to be in the same ratio to one another as are their shares Sharing Percentages, with all remaining amounts of Adjusted Net Income and Book Gain to be allocated to the Simulated Basis Partners, pro rata in such property.accordance with their respective Sharing Percentages: (ig) For each Allocation Year, after giving effect to Sections 2.1(a) through (g), the rules set forth below in this Section 2.1(h) shall apply for the purpose of determining each Partner’s allocable share of the items of income, gain, loss and deduction of the Partnership comprising Profits and Losses of Any Adjusted Net Loss realized by the Partnership for such year and, except as otherwise provided in Section 3.1(h) hereof, any Book Loss derived from a Capital Transaction occurring during such year and determining special allocations of other items of incomenot allocated pursuant to Sections 3.1(a), gain3.1(b) and 3.1(c) hereof, loss and deductions set forth below. (ii) The items of income, gain, deduction and loss of the Partnership comprising Profits or Losses for an Allocation Year shall be allocated among the persons who were Partners during such year Partners, as necessary, so as to cause the balances in a manner that will reduce, proportionately, the differences between their respective Partially Adjusted Section 704 Capital Accounts to be in the same ratio to one another as are their Sharing Percentages, with all remaining amounts of Adjusted Net Loss and Target Capital Accounts for such year. No portion of the Losses for any Allocation Year shall Book Gain to be allocated to a Partner whose Target Capital Account is greater than or equal to its Partially Adjusted Capital Account for such year. No portion of the Profits for any Allocation Year shall be allocated to any Partner whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account for such yearPartners, pro rata in accordance with their respective Sharing Percentages.