Common use of Allocation of Taxable Income and Loss Clause in Contracts

Allocation of Taxable Income and Loss. (a) Except as otherwise provided in this Section 7.2, the taxable income or loss of the Company (and items thereof) for any Allocation Period shall be allocated among the Members in proportion to and in the same manner as Net Gain, Net Loss and separate items of income, gain, loss and deduction (excluding items for which there are no related tax items) are allocated among the Members for Capital Account purposes pursuant to the provisions of Section 7.1. Except as otherwise provided in this Section 7.2, the allocable share of a Member for tax purposes in each specified item of income, gain, deduction and loss of the Company comprising Net Gain, Net Loss or an item allocated pursuant to Section 7.1 shall be the same as such Member’s allocable share of Net Gain, Net Loss or the corresponding item for such Allocation Period. (b) In accordance with Sections 704(b) and 704(c) of the Code and applicable Treasury Regulations, including Treasury Regulations Section 1.704-1(b)(4)(i), items of income, gain, deduction and loss with respect to any Book Property of the Company (and, if necessary, any other property of the Company) shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of the Book Property to the Company for federal income tax purposes and its book value. In making allocations pursuant to this Section 7.2(b), the Tax Matters Partner shall, unless it determines otherwise, apply the “remedial” method provided by Treasury Regulations Section 1.704-3(d). (c) To the extent of any recapture income resulting from the sale or other taxable disposition of assets of the Company, the amount of any gain from such disposition allocated to a Member (or a successor in interest) for federal income tax purposes pursuant to the above provisions shall be deemed to be recapture income to the extent that such Member has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as recapture income. (d) The items of income, gain, deduction and loss for tax purposes allocated to the Members pursuant to this Section 7.2 shall not be reflected in the Members’ Capital Accounts. Any elections or other decisions relating to such allocations shall be made by the Tax Matters Partner in any manner that reasonably reflects the purpose and intent of this Agreement and is consistent with the economic arrangement among the Members.

Allocation of Taxable Income and Loss. (a) Except as otherwise provided in this Section 7.28.3(b), the taxable income or loss of the Company (and items thereof) for any Allocation Accounting Period shall be allocated among the Members in proportion to and in the same manner as Net GainIncome, Net Loss and separate items of income, gain, loss and deduction expense (excluding items for which there are no related tax items) are allocated among the Members for Capital Account purposes pursuant to the provisions of Section 7.1Sections 8.1(a) and (b). Except as otherwise provided in this Section 7.28.3, the allocable share of a Member for tax purposes in each specified item of income, gain, deduction and loss or expense of the Company comprising Net GainIncome, Net Loss or an any item allocated pursuant to Section 7.1 8.1(a) and (b), as the case may be, shall be the same as such Member’s allocable share of Net GainIncome, Net Loss or the corresponding item for such Allocation Accounting Period. (b) In accordance with Sections 704(b) and 704(c) of the Code and applicable Treasury Regulations, including Treasury Regulations Section Regulation §1.704-1(b)(4)(i), items of income, gain, deduction loss and loss expense with respect to any Book Property of the Company (and, if necessary, any other property of the Company) shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of the Book Property to the Company for federal income tax purposes and its book value. In making allocations pursuant to this Section 7.2(b8.3(b), the Tax Matters Partner shall, unless it determines otherwise, CEO shall apply the “remedialtraditional method” method provided by set forth in Treasury Regulations Section Regulation §1.704-3(d3(b). (c) To the extent of any recapture income resulting from the sale or other taxable disposition of assets of the Company, the amount of any gain from such disposition allocated to a Member (or a successor in interest) for federal income tax purposes pursuant to the above provisions shall be deemed to be recapture income to the extent that such Member has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as recapture income. (d) The items of income, gain, deduction loss and loss for tax purposes expense allocated to the Members for tax purposes pursuant to this Section 7.2 8.3 shall not be reflected in the Members’ Capital Accounts. Any elections or other decisions relating to such allocations the allocation provisions of this Article VIII shall be made by the Tax Matters Partner CEO in any manner that reasonably reflects the purpose and intent of this Agreement and is consistent with the economic arrangement among the Members.

Allocation of Taxable Income and Loss. (a) Except as otherwise provided in this Section 7.27.3, the taxable income or loss of the Company (and items thereof) for any Allocation Accounting Period shall be allocated among the Members in proportion to and in the same manner as Net GainIncome, Net Loss and separate items of income, gain, loss and deduction expense (excluding items for which there are no related tax items) are allocated among the Members for Capital Account purposes pursuant to the provisions of Section 7.1Sections 7.1(a) and (b). Except as otherwise provided in this Section 7.27.3, the allocable share of a Member for tax purposes in each specified item of income, gain, deduction and loss or expense of the Company comprising Net GainIncome, Net Loss or an any item allocated pursuant to Section 7.1 7.1(a) and (b), as the case may be, shall be the same as such Member’s 's allocable share of Net GainIncome, Net Loss or the corresponding item for such Allocation Accounting Period. (b) In accordance with Sections 704(b) and 704(c) of the Code and applicable Treasury Regulations, including Treasury Regulations Regulation Section 1.704-1(b)(4)(i), items of income, gain, deduction loss and loss expense with respect to any Book Property of the Company (and, if necessary, any other property of the Company) shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of the Book Property to the Company for federal income tax purposes and its book value. In making allocations pursuant to this Section 7.2(b7.3(b), the Tax Matters Partner shall, unless it determines otherwise, Board shall apply the “remedial” method provided by "traditional method" set forth in Treasury Regulations Regulation Section 1.704-3(d3(b). (c) To the extent of any recapture income resulting from the sale or other taxable disposition of assets of the Company, the amount of any gain from such disposition allocated to a Member (or a successor in interest) for federal income tax purposes pursuant to the above provisions shall be deemed to be recapture income to the extent that such Member has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as recapture income. (d) The items of income, gain, deduction loss and loss for tax purposes expense allocated to the Members for tax purposes pursuant to this Section 7.2 7.3 shall not be reflected in the Members’ ' Capital Accounts. Any elections or other decisions relating to such allocations shall be made by the Tax Matters Partner Board, acting pursuant to Section 3.7, in any manner that reasonably reflects the purpose and intent of this Agreement and is consistent with the economic arrangement among the Members.

Allocation of Taxable Income and Loss. (a) Except as otherwise provided in this Section 7.24.3, the taxable income or loss of the Company (and items thereof) for any Allocation Period shall be allocated among the Members in proportion to and in the same manner as Net Gain, Net Loss and separate items of income, gain, loss and deduction (excluding items for which there are no related tax items) are allocated among the Members for Capital Account purposes pursuant to the provisions of Section 7.14.2. Except as otherwise provided in this Section 7.24.3, the allocable share of a Member for tax purposes in each specified item of income, gain, deduction and loss of the Company comprising Net Gain, Net Loss or an item allocated pursuant to Section 7.1 4.2 shall be the same as such Member’s allocable share of Net Gain, Net Loss or the corresponding item for such Allocation Fiscal Period. (b) In accordance with Sections sections 704(b) and 704(c) of the Code and applicable Treasury Regulations, including Treasury Regulations Section 1.704-1(b)(4)(i), items of income, gain, deduction and loss with respect to any Book Property of the Company (and, if necessary, any other property of the Company) shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of the Book Property to the Company for federal income tax purposes and its book value. In making allocations pursuant to this Section 7.2(bSubsection 4.3(b), the Tax Matters Partner shall, unless it determines otherwise, Company shall apply the “remedial” method provided by Treasury Regulations Section 1.704-3(d). (c) To the extent of any recapture income resulting from the sale or other taxable disposition of assets of the Company, the amount of any gain from such disposition allocated to a Member (or a successor in interest) for federal income tax purposes pursuant to the above provisions shall be deemed to be recapture income to the extent that such Member has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as recapture income. (d) The items of income, gain, deduction and loss for tax purposes allocated to the Members pursuant to this Section 7.2 4.3 shall not be reflected in the Members’ Capital Accounts. Any elections or other decisions relating to such allocations shall be made by the Tax Matters Partner in any manner that reasonably reflects the purpose and intent of this Agreement and is consistent with the economic arrangement among the Members.

Allocation of Taxable Income and Loss. (a) Except For purposes of this Agreement, “net profits” or “net losses” shall be determined as otherwise provided in this Section 7.2required by the regulations promulgated under IRC 704, the taxable income or loss as it may be amended from time to time. Taxable Income and Tax Losses of the Company (for each fiscal year shall be determined as of the end of each fiscal year and items thereof) for any Allocation Period shall be allocated among as set forth below and shall be subject to the rules for special allocations set forth in Paragraph 5.4.2. a. Taxable Income shall first be allocated to the Members to the extent of, and in proportion to, the excess of prior cumulative allocations of Tax Losses over prior cumulative allocations of Taxable Income. b. The balance of Taxable Income shall then be allocated to the Members in proportion to their Capital Accounts. c. Tax Losses shall first be allocated to the Members to the extent of, and in proportion to, the same manner as Net Gainexcess of prior cumulative allocations of Taxable Income over prior cumulative allocations of Tax Losses. d. The balance of Tax Losses shall be allocated in proportion to the Capital Contributions of the Members, Net Loss and separate items of incomeuntil any Member’s Capital Account is reduced to zero. e. To the extent remaining, gain, loss and deduction (excluding items for which there are no related tax items) are Tax Losses shall be allocated among to the Members for Capital Account purposes pursuant in proportion to the provisions of Section 7.1. Except as otherwise provided their adjusted tax basis in this Section 7.2, the allocable share of a Member for tax purposes in each specified item of income, gain, deduction and loss of the Company comprising Net Gain, Net Loss or an item allocated pursuant to Section 7.1 shall be the same as such Member’s allocable share of Net Gain, Net Loss or the corresponding item for such Allocation Period. (b) In accordance with Sections 704(b) and 704(c) of the Code and applicable Treasury Regulations, including Treasury Regulations Section 1.704-1(b)(4)(i), items of income, gain, deduction and loss with respect to any Book Property of the Company (and, if necessary, any other property of the Company) shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of the Book Property to the Company determined for federal income tax purposes. f. Notwithstanding the foregoing provisions, if Taxable Income to be allocated includes income treated as ordinary income for income tax purposes because it is attributable to the recapture of Depreciation and/or Amortization under IRC 1245 or 1250, or any other similar provision, such Taxable Income, to the extent it is treated as ordinary income, shall be allocated to and its book value. reported by the Members in proportion to their accumulated depreciation allocations, and the Company shall keep records of such allocations. g. In making allocations the event of a transfer of, or other change in, an interest in the Company during a fiscal year, each item of taxable income or loss shall be prorated in accordance with IRC 706, using any convention permitted by law and selected by the Manager. h. Notwithstanding any other provisions of this Agreement to the contrary, no allocation of any item of income or loss shall be made to a Member if the allocation would not have “economic effect” pursuant to this Section 7.2(b), the Tax Matters Partner shall, unless it determines otherwise, apply the “remedial” method provided by Treasury Regulations Section 1.704-3(d). (c) Regulations. To the extent of any recapture income resulting from the sale or other taxable disposition of assets of the Company, the amount of any gain from such disposition allocated an allocation cannot be made to a Member (or a successor in interest) for federal income tax purposes pursuant due to the above provisions shall be deemed to be recapture income to application of the extent that such Member has been allocated or has claimed any deduction directly or indirectly giving rise to Treasury Regulations, the treatment of such gain as recapture income. (d) The items of income, gain, deduction and loss for tax purposes allocated to the Members pursuant to this Section 7.2 shall not be reflected in the Members’ Capital Accounts. Any elections or other decisions relating to such allocations allocation shall be made by to the Tax Matters Partner in any manner that reasonably reflects the purpose and intent of this Agreement and is consistent with the economic arrangement among the Membersother Members entitled to receive such allocation.

Allocation of Taxable Income and Loss. (a) Except as otherwise provided in this Section 7.24.3, the taxable income or loss of the Company (and items thereof) for any Allocation Period shall be allocated among the Members in proportion to and in the same manner as Net Gain, Net Loss and separate items of income, gain, loss and deduction (excluding items for which there are no related tax items) are allocated among the Members for Capital Account purposes pursuant to the provisions of Section 7.14.2. Except as otherwise provided in this Section 7.24.3, the allocable share of a Member for tax purposes in each specified item of income, gain, deduction and loss of the Company comprising Net Gain, Net Loss or an item allocated pursuant to Section 7.1 4.2 shall be the same as such Member’s allocable share of Net Gain, Net Loss or the corresponding item for such Allocation Fiscal Period. (b) In accordance with Sections sections 704(b) and 704(c) of the Code and applicable Treasury Regulations, including Treasury Regulations Section 1.704-1.704- 1(b)(4)(i), items of income, gain, deduction and loss with respect to any Book Property of the Company (and, if necessary, any other property of the Company) shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of the Book Property to the Company for federal income tax purposes and its book value. In making allocations pursuant to this Section 7.2(bSubsection 4.3(b), the Tax Matters Partner shall, unless it determines otherwise, Company shall apply the “remedial” method provided by Treasury Regulations Section 1.704-3(d). (c) To the extent of any recapture income resulting from the sale or other taxable disposition of assets of the Company, the amount of any gain from such disposition allocated to a Member (or a successor in interest) for federal income tax purposes pursuant to the above provisions shall be deemed to be recapture income to the extent that such Member has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as recapture income. (d) The items of income, gain, deduction and loss for tax purposes allocated to the Members pursuant to this Section 7.2 4.3 shall not be reflected in the Members’ Capital Accounts. Any elections or other decisions relating to such allocations shall be made by the Tax Matters Partner in any manner that reasonably reflects the purpose and intent of this Agreement and is consistent with the economic arrangement among the Members.

Allocation of Taxable Income and Loss. (a) Except as otherwise provided in this Section 7.28.3(b), the taxable income or loss of the Company (and items thereof) for any Allocation Accounting Period shall be allocated among the Members in proportion to and in the same manner as Net GainIncome, Net Loss and separate items of income, gain, loss and deduction expense (excluding items for which there are no related tax items) are allocated among the Members for Capital Account purposes pursuant to the provisions of Section 7.1Sections 8.1(a) and (b). Except as otherwise provided in this Section 7.28.3, the allocable share of a Member for tax purposes in each specified item of income, gain, deduction and loss or expense of the Company comprising Net GainIncome, Net Loss or an any item allocated pursuant to Section 7.1 8.1(a) and (b), as the case may be, shall be the same as such Member’s 's allocable share of Net GainIncome, Net Loss or the corresponding item for such Allocation Accounting Period. (b) In accordance with Sections 704(b) and 704(c) of the Code and applicable Treasury Regulations, including Treasury Regulations Section 1.704Regulation ss.1.704-1(b)(4)(i), items of income, gain, deduction loss and loss expense with respect to any Book Property of the Company (and, if necessary, any other property of the Company) shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of the Book Property to the Company for federal income tax purposes and its book value. In making allocations pursuant to this Section 7.2(b8.3(b), the Tax Matters Partner shall, unless it determines otherwise, CEO shall apply the “remedial” method provided by "traditional method" set forth in Treasury Regulations Section 1.704Regulation ss.1.704-3(d3(b). (c) To the extent of any recapture income resulting from the sale or other taxable disposition of assets of the Company, the amount of any gain from such disposition allocated to a Member (or a successor in interest) for federal income tax purposes pursuant to the above provisions shall be deemed to be recapture income to the extent that such Member has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as recapture income. (d) The items of income, gain, deduction loss and loss for tax purposes expense allocated to the Members for tax purposes pursuant to this Section 7.2 8.3 shall not be reflected in the Members’ ' Capital Accounts. Any elections or other decisions relating to such allocations the allocation provisions of this Article VIII shall be made by the Tax Matters Partner CEO in any manner that reasonably reflects the purpose and intent of this Agreement and is consistent with the economic arrangement among the Members.

Allocation of Taxable Income and Loss. (a) Except as otherwise provided in this Section 7.24.3, the taxable income or loss of the Company (and items thereof) for any Allocation Period shall be allocated among the Members in proportion to and in the same manner as Net Gain, Net Loss and separate items of income, gain, loss and deduction (excluding items for which there are no related tax items) are allocated among the Members for Capital Account purposes pursuant to the provisions of Section 7.14.2. Except as otherwise provided in this Section 7.24.3, the allocable share of a Member for tax purposes in each specified item of income, gain, deduction and loss of the Company comprising Net Gain, Net Loss or an item allocated pursuant to Section 7.1 4.2 shall be the same as such Member’s allocable share of Net Gain, Net Loss or the corresponding item for such Allocation Fiscal Period. (b) In accordance with Sections 704(b) and 704(c) of the Code and applicable Treasury Regulations, including Treasury Regulations Section 1.704-1(b)(4)(i), items of income, gain, deduction and loss with respect to any Book Property of the Company (and, if necessary, any other property of the Company) shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of the Book Property to the Company for federal income tax purposes and its book value. In making allocations pursuant to this Section 7.2(b4.3(b), the Tax Matters Partner shall, unless it determines otherwise, Company shall apply the “remedial” method provided by Treasury Regulations Section 1.704-3(d). (c) To the extent of any recapture income resulting from the sale or other taxable disposition of assets of the Company, the amount of any gain from such disposition allocated to a Member (or a successor in interest) for federal income tax purposes pursuant to the above provisions shall be deemed to be recapture income to the extent that such Member has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as recapture income. (d) The items of income, gain, deduction and loss for tax purposes allocated to the Members pursuant to this Section 7.2 4.3 shall not be reflected in the Members’ Capital Accounts. Any elections or other decisions relating to such allocations shall be made by the Tax Matters Partner in any manner that reasonably reflects the purpose and intent of this Agreement and is consistent with the economic arrangement among the Members.

Allocation of Taxable Income and Loss. (a) Except as otherwise provided in this Section 7.24.3, the taxable income or loss of the Company (and items thereof) for any Allocation Period shall be allocated among the Members in proportion to and in the same manner as Net Gain, Net Loss and separate items of income, gain, loss and deduction (excluding items for which there are no related tax items) are allocated among the Members for Capital Account purposes pursuant to the provisions of Section 7.14.2. Except as otherwise provided in this Section 7.24.3, the allocable share of a Member for tax purposes in each specified item of income, gain, deduction and loss of the Company comprising Net Gain, Net Loss or an item allocated pursuant to Section 7.1 4.2 shall be the same as such Member’s allocable share of Net Gain, Net Loss or the corresponding item for such Allocation Fiscal Period. (b) In accordance with Sections sections 704(b) and 704(c) of the Code and applicable Treasury Regulations, including Treasury Regulations Section section 1.704-1(b)(4)(i), items of income, gain, deduction and loss with respect to any Book Property of the Company (and, if necessary, any other property of the Company) shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of the Book Property to the Company for federal income tax purposes and its book value. In making allocations pursuant to this Section 7.2(b4.3(b), the Tax Matters Partner shall, unless it determines otherwise, Company shall apply the “remedial” method provided by Treasury Regulations Section section 1.704-3(d). (c) To the extent of any recapture income resulting from the sale or other taxable disposition of assets of the Company, the amount of any gain from such disposition allocated to a Member (or a successor in interest) for federal income tax purposes pursuant to the above provisions shall be deemed to be recapture income to the extent that such Member has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as recapture income. (d) The items of income, gain, deduction and loss for tax purposes allocated to the Members pursuant to this Section 7.2 4.3 shall not be reflected in the Members’ Capital Accounts. Any elections or other decisions relating . (e) Pursuant to such allocations shall be made by Treasury Regulations section 1.752-3(a)(3), the Tax Matters Partner Members hereby agree to allocate excess nonrecourse liabilities of the Company in any manner that reasonably reflects the purpose and intent of this Agreement and is consistent accordance with the economic arrangement among the Memberstheir respective Ownership Interests.

Allocation of Taxable Income and Loss. (a) Except as otherwise ------------------------------------- provided in this Section 7.24.6, the taxable income or loss of the Company (and items thereof) for any Allocation Period Fiscal Year shall be allocated among the Members Owners in proportion to and in the same manner as Net GainProfit, Net Loss and separate items of income, gain, loss and deduction (excluding items for which there are no related tax items) are allocated among the Members Owners for Capital Account purposes pursuant to the provisions of Section 7.14.5. Except as otherwise provided in this Section 7.24.6, the allocable share of a Member an Owner for tax purposes in each specified item of income, gain, deduction and loss of the Company comprising Net GainProfit, Net Loss or an item allocated pursuant to Section 7.1 4.5 shall be the same as such Member’s Owner's allocable share of Net GainProfit, Net Loss or the corresponding item for such Allocation PeriodFiscal Year. (b) In accordance with Sections 704(b) and 704(c) of the Code and applicable Treasury Regulations, including Treasury Regulations Section 1.704-1.704- 1(b)(4)(i), items of income, gain, deduction and loss with respect to any Book Property of the Company (and, if necessary, any other property of the Company) shall, solely for tax purposes, be allocated among the Members Owners so as to take account of any variation between the adjusted basis of the Book Property to the Company for federal income tax purposes and its book value. In making allocations pursuant to this Section 7.2(b4.6(b), the Tax Matters Partner shallis authorized to apply any method or convention required or permitted by Section 704(c) of the Code; provided, unless it determines otherwisehowever, apply that the “remedial” Tax Matters Partner shall select -------- ------- such method provided by Treasury Regulations Section 1.704-3(d)or convention as, in its opinion, will take such variation fully into account. (c) To the extent of any recapture income resulting from the sale or other taxable disposition of assets of the CompanyCompany assets, the amount of any gain from such disposition allocated to a Member an Owner (or a successor in interest) for federal income tax purposes pursuant to the above provisions shall be deemed to be recapture income to the extent that such Member Owner has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as recapture income. (d) The items of income, gain, deduction and loss for tax purposes allocated to the Members Owners pursuant to this Section 7.2 4.6 shall not be reflected in the Members’ Owners' Capital Accounts. Any elections or other decisions relating to such allocations shall be made by the Tax Matters Partner in any manner that reasonably reflects the purpose and intent of this Agreement and is consistent with the economic arrangement among the MembersOwners.

Allocation of Taxable Income and Loss. (a) Except as otherwise provided in this Section 7.24.3, the taxable income or loss of the Company (and items thereof) for any Allocation Period shall be allocated among the Members in proportion to and in the same manner as Net Gain, Net Loss and separate items of income, gain, loss and deduction (excluding items for which there are no related tax items) are allocated among the Members for Capital Account purposes pursuant to the provisions of Section 7.14.2. Except as otherwise provided in this Section 7.24.3, the allocable share of a Member for tax purposes in each specified item of income, gain, deduction and loss of the Company comprising Net Gain, Net Loss or an item allocated pursuant to Section 7.1 4.2 shall be the same as such Member’s allocable share of Net Gain, Net Loss or the corresponding item for such Allocation Fiscal Period. (b) In accordance with Sections 704(b) and 704(c) of the Code and applicable Treasury Regulations, including Treasury Regulations Section 1.704-1(b)(4)(i), items of income, gain, deduction and loss with respect to any Book Property of the Company (and, if necessary, any other property of the Company) shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of the Book Property to the Company for federal income tax purposes and its book value. In making allocations pursuant to this Section 7.2(b4.3(b), the Tax Matters Partner shall, unless it determines otherwise, Company shall apply the “remedialtraditional” method provided by Treasury Regulations Section 1.704-3(d3(b). (c) To the extent of any recapture income resulting from the sale or other taxable disposition of assets of the Company, the amount of any gain from such disposition allocated to a Member (or a successor in interest) for federal income tax purposes pursuant to the above provisions shall be deemed to be recapture income to the extent that such Member has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as recapture income. (d) The items of income, gain, deduction and loss for tax purposes allocated to the Members pursuant to this Section 7.2 4.3 shall not be reflected in the Members’ Capital Accounts. Any elections or other decisions relating to such allocations shall be made by the Tax Matters Partner in any manner that reasonably reflects the purpose and intent of this Agreement and is consistent with the economic arrangement among the Members.

Allocation of Taxable Income and Loss. (a) Except as otherwise provided in this Section 7.24.3, the taxable income or loss of the Company (and items thereof) for any Allocation Period shall be allocated among the Members in proportion to and in the same manner as Net Gain, Net Loss and separate items of income, gain, loss and deduction (excluding items for which there are no related tax items) are allocated among the Members for Capital Account purposes pursuant to the provisions of Section 7.14.2. Except as otherwise provided in this Section 7.24.3, the allocable share of a Member for tax purposes in each specified item of income, gain, deduction and loss of the Company comprising Net Gain, Net Loss or an item allocated pursuant to Section 7.1 4.2 shall be the same as such Member’s allocable share of Net Gain, Net Loss or the corresponding item for such Allocation Fiscal Period. (b) In accordance with Sections sections 704(b) and 704(c) of the Code and applicable Treasury Regulations, including Treasury Regulations Section 1.704-section 1.704- 1(b)(4)(i), items of income, gain, deduction and loss with respect to any Book Property of the Company (and, if necessary, any other property of the Company) shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of the Book Property to the Company for federal income tax purposes and its book value. In making allocations pursuant to this Section 7.2(b4.3(b), the Tax Matters Partner shall, unless it determines otherwise, Company shall apply the “remedial” method provided by Treasury Regulations Section section 1.704-3(d). (c) To the extent of any recapture income resulting from the sale or other taxable disposition of assets of the Company, the amount of any gain from such disposition allocated to a Member (or a successor in interest) for federal income tax purposes pursuant to the above provisions shall be deemed to be recapture income to the extent that such Member has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as recapture income. (d) The items of income, gain, deduction and loss for tax purposes allocated to the Members pursuant to this Section 7.2 4.3 shall not be reflected in the Members’ Capital Accounts. Any elections or other decisions relating . (e) Pursuant to such allocations shall be made by Treasury Regulations section 1.752-3(a)(3), the Tax Matters Partner Members hereby agree to allocate excess nonrecourse liabilities of the Company in any manner that reasonably reflects the purpose and intent of this Agreement and is consistent accordance with the economic arrangement among the Memberstheir respective Ownership Interests.