Common use of Allocations and Compliance with Section 704(b) Clause in Contracts

Allocations and Compliance with Section 704(b). The following special allocations shall, except as otherwise provided, be made in the following order: (a) Notwithstanding anything to the contrary contained in this Article VI, if there is a net decrease in Company Minimum Gain or in any Member Minimum Gain during any taxable year or other period, prior to any other allocation pursuant hereto, such Member shall be specially allocated items of Profit for such year (and, if necessary, subsequent years) in an amount and manner required by Treasury Regulation Sections 1.704-2(f) or 1.704-2(i)(4). The items of Profit to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2. (b) Non-recourse Deductions for any taxable year or other period shall be allocated (as nearly as possible) under Treasury Regulation Section 1.704-2 to the Members, pro rata in proportion to their respective Contribution Percentages. (c) Any Member Non-recourse Deductions for any taxable year or other period shall be allocated to the Member that made or guarantied or is otherwise liable with respect to the loan to which such Member Non-recourse Deductions are attributable in accordance with principles under Treasury Regulation Section 1.704-2(i). (d) Any Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which causes or increases a negative balance in his or its Capital Account shall be allocated items of Profit sufficient to eliminate such increase or negative balance caused thereby, as quickly as possible, to the extent required by such Treasury Regulation. (e) No allocation of an item of Loss shall be made to any Member if, as a result of such allocation, such Member would have an Adjusted Capital Account Deficit. Any such disallowed allocation shall be made to the Members entitled to receive such allocation under Treasury Regulation Section 1.704 in proportion to their respective Contribution Percentages. (f) For purposes of Section 752 of the Code and the Treasury Regulations thereunder, excess non-recourse liabilities (within the meaning of Treasury Regulations Section 1.752-3(a)(3)) shall be allocated to the Members pro rata in proportion to their respective Contribution Percentages.

Allocations and Compliance with Section 704(b). The following special allocations shall, except as otherwise provided, be made in the following order: (a) Notwithstanding anything to the contrary contained in this Article VI, if there is a net decrease in Company Minimum Gain or in any Member Minimum Gain during any taxable year or other period, prior to any other allocation pursuant hereto, such Member shall be specially allocated items of Profit for such year (and, if necessary, subsequent years) in an amount and manner required by Treasury Regulation Sections 1.704-2(f) or 1.704-2(i)(4). The items of Profit to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2. (b) Non-recourse Deductions for any taxable year or other period shall be allocated (as nearly as possible) under Treasury Regulation Section 1.704-2 to the Members, pro rata in proportion to their respective Contribution Percentages. (c) Any Member Non-recourse Deductions for any taxable year or other period shall be allocated to the Member that made or guarantied or is otherwise liable with respect to the loan to which such Member Non-recourse Deductions are attributable in accordance with principles under Treasury Regulation Section 1.704-2(i). (d) Any Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which causes or increases a negative balance in his or its Capital Account shall be allocated items of Profit sufficient to eliminate such increase or negative balance caused thereby, as quickly as possible, to the extent required by such Treasury Regulation. (e) No allocation of an item of Loss shall be made to any Member if, as a result of such allocation, such Member would have an Adjusted Capital Account Deficit. Any such disallowed allocation shall be made to the Members entitled to receive such allocation under Treasury Regulation Section 1.704 in proportion to their respective Contribution Percentages. (f) For purposes of Section 752 of the Code and the Treasury Regulations thereunder, excess non-recourse liabilities (within the meaning of Treasury Regulations Regulations Section 1.7521. 752-3(a)(3)) shall be allocated to the Members pro rata in proportion to their respective Contribution Percentages.

Allocations and Compliance with Section 704(b). The following special allocations shall, except as otherwise provided, be made in the following order: (a) Notwithstanding anything to the contrary contained in this Article VI, if there is a net decrease in Company Minimum Gain or in any Member Minimum Gain during any taxable year or other period, prior to any other allocation pursuant hereto, such Member shall be specially allocated items of Profit for such year (and, if necessary, subsequent years) in an amount and manner required by Treasury Regulation Sections 1.704-2(f) or 1.704-2(i)(4). The items of Profit allocated pursuant to be so allocated this Section 6.2(a) in any taxable year shall be determined consist first of gains recognized from the disposition of property subject to one or more Nonrecourse Liabilities of the Company, and any remainder shall consist of a pro rata portion of other items of Profit of the Company. The allocation otherwise required by this Section 6.2(a) shall not apply to a Member to the extent provided in accordance with Treasury Regulation Section 1.704-22(f)(2) through (5). (b) Non-recourse Deductions for any taxable year or other period shall be allocated (as nearly as possible) under Treasury Regulation Section 1.704-2 to the Members, pro rata in proportion to their respective Contribution Percentages. (c) Any Member Non-recourse Nonrecourse Deductions for any taxable year or other period shall be allocated to those Members that bear the economic risk of loss for the applicable Member that made or guarantied or is otherwise liable with respect to the loan to which Nonrecourse Debt, and among such Member Non-recourse Deductions are attributable Members in accordance with principles under Treasury the ratios in which they share such economic risk, determined in accordance with Regulation Section 1.704-2(i). If there is a net decrease for a Company taxable year in any Member Nonrecourse Debt Minimum Gain, each Member with a share of such Member Nonrecourse Debt Minimum Gain as of the beginning of such year shall be allocated items of gross income and gain in the manner and to the extent provided in Regulation Section 1.704-2(i)(4). (d) Any Member Nonrecourse Deductions who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which causes or increases a negative balance in his or its Capital Account shall be allocated items of Profit sufficient to eliminate such increase or negative balance caused thereby, as quickly as possible, to the extent required by such Treasury Regulation. (e) No allocation of an item of Loss shall be made to any Member if, as a result of such allocation, such Member would have an Adjusted Capital Account Deficit. Any such disallowed allocation shall be made to the Members entitled to receive such allocation under Treasury Regulation Section 1.704 in proportion to their respective Contribution Percentages. (f) For purposes of Section 752 of the Code and the Treasury Regulations thereunder, excess non-recourse liabilities (within the meaning of Treasury Regulations Section 1.752-3(a)(3)) shall be allocated to the Members pro rata in proportion to their respective Contribution Percentages. (g) The foregoing provisions of this Section 6.2 are intended to comply with Regulation Sections 1.704-1(b) and 1.704-2 and shall be interpreted consistently with this intention. Any terms used in such provisions that are not specifically defined in this Agreement shall have the meaning, if any, given such terms in the Regulations cited above.

Allocations and Compliance with Section 704(b). The following special allocations shall, except as otherwise provided, be made in the following order: (a) Notwithstanding anything to the contrary contained in this Article VI, if If there is a net decrease in Company Minimum Gain or in any Member Minimum Gain during any taxable year or other period, prior to any other allocation pursuant hereto, such Member shall be specially allocated items of Profit income and gain for such year (and, if necessary, subsequent years) in an amount and manner required by Treasury Regulation Sections 1.704-2(f) or 1.704-2(i)(4). The items of Profit to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2. (b) Non-recourse Nonrecourse Deductions for any taxable year or other period shall be allocated (as nearly as possible) under Treasury Regulation Section 1.704-2 to the Members, pro rata rata, in proportion to their respective Contribution PercentagesPercentage Interests. (c) Any Member Non-recourse Nonrecourse Deductions for any taxable year or other period shall be allocated to the Member that made or guarantied guaranteed or is otherwise liable with respect to the loan to which such Member Non-recourse Nonrecourse Deductions are attributable in accordance with principles under Treasury Regulation Section 1.704-2(i). (d) Any Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which causes or increases a negative balance in his or its an Adjusted Capital Account Deficit with respect to such Member shall be allocated items of Profit sufficient to eliminate such increase or negative balance caused thereby, as quickly as possible, to the extent required by such Treasury Regulation. (e) No allocation of an item of Loss loss or deduction shall be made to any Member if, as a result of such allocation, such Member would have an Adjusted Capital Account Deficit. Any such disallowed allocation shall be made to the Members entitled to receive such allocation under Treasury Regulation Section 1.704 1.704-1(b)(2)(iv) in proportion to their respective Contribution PercentagesPercentage Interests. If losses or deductions are reallocated under this Section 6.02(e), subsequent allocations of income and losses (and items thereof) shall be made so that, to the extent possible, the net amount allocated under this Section 6.02(e) equals the amount that would have been allocated to each Member if no reallocation had occurred under this Section 6.02(e). (f) For purposes of Section 752 of the Code and the Treasury Regulations thereunder, excess non-recourse nonrecourse liabilities (within the meaning of Treasury Regulations Regulation Section 1.752-3(a)(3)) shall be allocated to the Members pro rata in proportion to their respective Contribution PercentagesPercentage Interests. (g) The allocations contained in Sections 6.02(a), 6.02(b), 6.02(c), 6.02(d) and 6.02(e) (the “Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulation Sections 1.704-1 and 1.704-2. The Regulatory Allocations shall be taken into account in allocating Profits, Losses, Net Profit and Net Loss and other items of income, gain, loss and deduction among the Members so that to the extent possible, the aggregate of (i) the allocations made to each Member under this Agreement other than the Regulatory Allocations and (ii) the Regulatory Allocations made to each Member shall equal the net amount that would have been allocated to each Member had the Regulatory Allocations not occurred as necessary to effect the intent of Section 6.05. The Managing Member shall take account of the fact that certain of the Regulatory Allocations will occur at a period in the future for purposes of applying this Section 6.02(g). (h) Interest on Shortfall Loans shall be treated as interest under the Code. Items of Profit shall be allocated to Shortfall Contributing Members to the extent of the accrued return on Shortfall Capital Contributions provided in Section 6.03(b).

Allocations and Compliance with Section 704(b). The following special allocations shall, except as otherwise provided, be made in the following order: (a) Notwithstanding anything to the contrary contained in this Article VI, if If there is a net decrease in Company Minimum Gain or in any Member Minimum Gain during any taxable year or other period, prior to any other allocation pursuant hereto, such Member shall be specially allocated items of Profit income and gain for such year (and, if necessary, subsequent years) in an amount and manner required by Treasury Regulation Sections 1.704-2(f) or 1.704-2(i)(4). The items of Profit to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2. (b) Non-recourse Nonrecourse Deductions for any taxable year or other period shall be allocated (as nearly as possible) under Treasury Regulation Section 1.704-2 to the Members, pro rata rata, in proportion to their respective Contribution PercentagesPercentage Interests. (c) Any Member Non-recourse Nonrecourse Deductions for any taxable year or other period shall be allocated to the Member that made or guarantied guaranteed or is otherwise liable with respect to the loan to which such Member Non-recourse Nonrecourse Deductions are attributable in accordance with principles under Treasury Regulation Section 1.704-2(i). (d) Any Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which causes or increases a negative balance in his or its an Adjusted Capital Account Deficit with respect to such Member shall be allocated items of Profit sufficient to eliminate such increase or negative balance caused thereby, as quickly as possible, to the extent required by such Treasury Regulation. (e) No allocation of an item of Loss loss or deduction shall be made to any Member if, as a result of such allocation, such Member would have an Adjusted Capital Account Deficit. Any such disallowed allocation shall be made to the Members entitled to receive such allocation under Treasury Regulation Section 1.704 1.704-1(b)(2)(iv) in proportion to their respective Contribution PercentagesPercentage Interests. If losses or deductions are reallocated under this Section 6.02(e), subsequent allocations of income and losses (and items thereof) shall be made so that, to the extent possible, the net amount allocated under this Section 6.02(e) equals the amount that would have been allocated to each Member if no reallocation had occurred under this Section 6.02(e). (f) For purposes of Section 752 of the Code and the Treasury Regulations thereunder, excess non-recourse nonrecourse liabilities (within the meaning of Treasury Regulations Section 1.752-3(a)(3)) shall be allocated to the Members pro rata in proportion to their respective Contribution PercentagesPercentage Interests. (g) The allocations contained in Sections 6.02(a), 6.02(c), 6.02(d) and 6.02(e) (the ”Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulation Sections 1.704-1 and 1.704-2. The Regulatory Allocations shall be taken into account in allocating Profits, Losses, Net Profit and Net Loss and other items of income, gain, loss and deduction among the Members so that to the extent possible, the aggregate of (i) the allocations made to each Member under this Agreement other than the Regulatory Allocations and (ii) the Regulatory Allocations made to each Member shall equal the net amount that would have been allocated to each Member had the Regulatory Allocations not occurred as necessary to effect the intent of Section 6.05. The Managing Member shall take account of the fact that certain of the Regulatory Allocations will occur at a period in the future for purposes of applying this Section 6.02(g). (h) Interest on Shortfall Loans shall be treated as interest under the Code. Items of Profit shall be allocated to Shortfall Contributing Members to the extent of the accrued return on Shortfall Capital Contributions provided in Section 6.03(a).

Allocations and Compliance with Section 704(b). The following special allocations shall, except as otherwise provided, be made in the following order: (a) Notwithstanding anything to the contrary contained in this Article VI, if there is a net decrease in Company Minimum Gain or in any Member Minimum Gain during any taxable year or other period, prior to any other allocation pursuant hereto, such Member shall be specially allocated items of Profit income and gain for such year (and, if necessary, subsequent years) in an amount and manner required by Treasury Regulation Sections 1.704-2(f) or 1.704-2(i)(4). The items of Profit to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2. (b) Non-recourse Nonrecourse Deductions for any taxable year or other period shall be allocated (as nearly as possible) under Treasury Regulation Section 1.704-2 to the Members, pro rata in proportion to their respective Contribution PercentagesPercentage Interests. (c) Any Member Non-recourse Nonrecourse Deductions for any taxable year or other period shall be allocated to the Member that made or guarantied guaranteed or is otherwise liable with respect to the loan to which such Member Non-recourse Nonrecourse Deductions are attributable in accordance with principles under Treasury Regulation Section 1.704-2(i). (d) Any Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which causes or increases a negative balance in his or its Capital Account shall be allocated items of Profit sufficient to eliminate such increase or negative balance caused thereby, as quickly as possible, to the extent required by such Treasury Regulation. (e) No allocation of an item of Loss or loss or deduction shall be made to any Member if, as a result of such allocation, such Member would have an Adjusted Capital Account Deficit. Any such disallowed allocation shall be made to the Members entitled to receive such allocation under Treasury Regulation Section 1.704 in proportion to their respective Contribution PercentagesPercentage Interests. (f) For purposes of Section 752 of the Code and the Treasury Regulations thereunder, excess non-recourse nonrecourse liabilities (within the meaning of Treasury Regulations Section 1.752-3(a)(3)) shall be allocated to the Members pro rata in proportion to their respective Contribution PercentagesPercentage Interests.

Allocations and Compliance with Section 704(b). The following special allocations shall, except as otherwise provided, be made in the following order: (a) Notwithstanding anything to the contrary contained in this Article VI, if If there is a net decrease in Company Minimum Gain or in any Member Partner Minimum Gain during any taxable year or other period, prior to any other allocation pursuant hereto, such Member Partner shall be specially allocated items of Profit income and gain for such year (and, if necessary, subsequent years) in an amount and manner required by Treasury Regulation Sections 1.704-2(f) or 1.704-2(i)(4). The items of Profit to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2. (b) Non-recourse Nonrecourse Deductions for any taxable year or other period shall be allocated (as nearly as possible) under Treasury Regulation Section 1.704-2 to the MembersPartners, pro rata in proportion to their respective Contribution PercentagesPercentage Interests. (c) Any Member Non-recourse Partner Nonrecourse Deductions for any taxable year or other period shall be allocated to the Member Partner that made or guarantied guaranteed or is otherwise liable with respect to the loan to which such Member Non-recourse Partner Nonrecourse Deductions are attributable in accordance with principles under Treasury Regulation Section 1.704-2(i). (d) Any Member Partner who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which causes or increases a negative balance in his or its Capital Account shall be allocated items of Profit sufficient to eliminate such increase or negative balance caused thereby, as quickly as possible, to the extent required by such Treasury Regulation. (e) No allocation of an item of Loss loss or deduction shall be made to any Member Partner if, as a result of such allocation, such Member Partner would have an Adjusted Capital Account Deficit. Any such disallowed allocation shall be made to the Members Partners entitled to receive such allocation under Treasury Regulation Section 1.704 1.704-1(b)(2)(iv) in proportion to their respective Contribution PercentagesPercentage Interests. If losses or deductions are reallocated under this subsection 6.02(e), subsequent allocations of income and losses (and items thereof) shall be made so that, to the extent possible, the net amount allocated under this subsection 6.02(e) equals the amount that would have been allocated to each Partner if no reallocation had occurred under this subsection 6.02(e). (f) For purposes of Section 752 of the Code and the Treasury Regulations thereunder, excess non-recourse nonrecourse liabilities (within the meaning of Treasury Regulations Section 1.752-1.752- 3(a)(3)) shall be allocated to the Members Partners pro rata in proportion to their respective Contribution PercentagesPercentage Interests. (g) The allocations contained in Sections 6.02(a), 6.02(c), 6.02(d), 6.02(e) and 6.02(f) (the “Regulatory Allocations”) are intended to comply with certain requirements of Treasury NY 77646119v1 Regulation Sections 1.704-I and 1.704-2. The Regulatory Allocations shall be taken into account in allocating Profits, Losses, Net Profit and Net Loss and other items of income, gain, loss and deduction among the Partners so that to the extent possible, the aggregate of (i) the allocations made to each Partner under this Agreement other than the Regulatory Allocations and (ii) the Regulatory Allocations made to each Partner shall equal the net amount that would have been allocated to each Partner had the Regulatory Allocations not occurred. The Executive Committee shall take account of the fact that certain of the Regulatory Allocations will occur at a period in the future for purposes of applying this Section 6.02(g).

Allocations and Compliance with Section 704(b). The following special allocations shall, except as otherwise provided, be made in the following order: (a) Notwithstanding anything to the contrary contained in this Article VI, if there is a net decrease in Company Minimum Gain or in any Member Minimum Gain during any taxable year or other period, prior to any other allocation pursuant hereto, such Member shall be specially allocated items of Profit for such year (and, if necessary, subsequent years) in an amount and manner required by Treasury Regulation Sections 1.704-2(f) or 1.704-2(i)(4). The items of Profit to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2. (b) Non-recourse Deductions for any taxable year or other period shall be allocated (as nearly as possible) under Treasury Regulation Section 1.704-2 to the Members, pro rata in proportion to their respective Contribution PercentagesPercentage Interests. (c) Any Member Non-recourse Deductions for any taxable year or other period shall be allocated to the Member that made or guarantied guaranteed or is otherwise liable with respect to the loan to which such Member Non-recourse Deductions are attributable in accordance with principles under Treasury Regulation Section 1.704-2(i). (d) Any Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which causes or increases a negative balance in his or its Capital Account shall be allocated items of Profit sufficient to eliminate such increase or negative balance caused thereby, as quickly as possible, to the extent required by such Treasury Regulation. (e) No allocation of an item of Loss shall be made to any Member if, as a result of such allocation, such Member would have an Adjusted Capital Account Deficit. Any such disallowed allocation shall be made to the Members entitled to receive such allocation under Treasury Regulation Section 1.704 in proportion to their respective Contribution PercentagesPercentage Interests. (f) For purposes of Section 752 of the Code and the Treasury Regulations thereunder, excess non-recourse liabilities (within the meaning of Treasury Regulations Section 1.752-3(a)(3)) shall be allocated to the Members pro rata in proportion to their respective Contribution PercentagesPercentage Interest.

Allocations and Compliance with Section 704(b). The following special allocations shall, except as otherwise provided, be made in the following order: (a) Notwithstanding anything to the contrary contained in this Article VI, if If there is a net decrease in Company Minimum Gain or in any Member Minimum Gain attributable to the Category A Property during any taxable year or other period, prior to any other allocation pursuant hereto, such Category A Member shall be specially allocated items of Profit income and gain for such year (and, if necessary, subsequent years) in an amount and manner required by Treasury Regulation Sections 1.704-2(f) or 1.704-2(i)(4). If there is a net decrease in Company Minimum Gain or in any Member Minimum Gain attributable to the Category B Property during any taxable year or other period, prior to any other allocation pursuant hereto, such Category B Member shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount and manner required by Treasury Regulation Sections 1.704-2(f) or 1.704-2(i)(4). The items of Profit to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2. (b) Non-recourse (i) Nonrecourse Deductions attributable to the Category A Interests for any taxable year or other period shall be allocated (as nearly as possible) under Treasury Regulation Section 1.704-2 to the Category A Members, pro rata rata, in proportion to their respective Contribution Percentages.Category A Percentage Interests, and (ii) Nonrecourse Deductions attributable to the Category B Interests for any taxable year or other period shall be allocated (as nearly as possible) under Treasury Regulation Section 1.704-2 to the Category B Members, pro rata, in proportion to their respective Category B Percentage Interests (c) Any Member Non-recourse Nonrecourse Deductions for any taxable year or other period shall be allocated to the Category A Member that made or guarantied guaranteed or is otherwise liable with respect to the loan to which such Member NonNonrecourse Deductions are attributable in accordance with principles under Treasury Regulation Section 1.704-recourse 2(i). Any Member Nonrecourse Deductions for any taxable year or other period shall be allocated to the Category B Member that made or guaranteed or is otherwise liable with respect to the loan to which such Member Nonrecourse Deductions are attributable in accordance with principles under Treasury Regulation Section 1.704-2(i). (d) Any Category A Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which causes or increases a negative balance in his or its an Adjusted Capital Account Deficit with respect to such Category A Member shall be allocated items of Profit attributable to Category A Property sufficient to eliminate such increase or negative balance caused thereby, as quickly as possible, to the extent required by such Treasury Regulation. Any Category B Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which causes or increases an Adjusted Capital Account Deficit with respect to such Category B Member shall be allocated items of Profit attributable to Category B Property sufficient to eliminate such increase or negative balance caused thereby, as quickly as possible, to the extent required by such Treasury Regulation. (e) No allocation of an item of Loss loss or deduction shall be made to any Member if, as a result of such allocation, such Member would have an Adjusted Capital Account Deficit. . (i) Any such disallowed allocation allocable to the Category A Interest shall be made to the Category A Members entitled to receive such allocation under Treasury Regulation Section 1.704 1.704-1(b)(2)(iv) in proportion to their respective Contribution PercentagesCategory A Percentage Interests, and (ii) any such disallowed allocation allocable to the Category B Interest shall be made to the Category B Members entitled to receive such allocation under Treasury Regulation Section 1.704-1(b)(2)(iv) in proportion to their respective Category B Percentage Interests. If losses or deductions are reallocated under this Section 6.02(e), subsequent allocations of income and losses (and items thereof) shall be made so that, to the extent possible, the net amount allocated under this Section 6.02(e) equals the amount that would have been allocated to each Member if no reallocation had occurred under this Section 6.02(e). (f) For purposes of Section 752 of the Code and the Treasury Regulations thereunder, (i) excess non-recourse nonrecourse liabilities (within the meaning of Treasury Regulations Section 1.752-3(a)(3)) attributable to the Category A Interests shall be allocated to the Category A Members pro rata in proportion to their respective Contribution PercentagesCategory A Percentage Interests, and (ii) excess nonrecourse liabilities (within the meaning of Treasury Regulations Section 1.752-3(a)(3)) attributable to the Category B Interests shall be allocated to the Category B Members pro rata in proportion to their respective Category B Percentage Interests (g) The allocations contained in Sections 6.02(a), 6.02(c), 6.02(d) and 6.02(e) (the ”Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulation Sections 1.704-1 and 1.704-2. The Regulatory Allocations shall be taken into account in allocating Profits, Losses, Net Profit and Net Loss and other items of income, gain, loss and deduction among the Members so that to the extent possible, the aggregate of (i) the allocations made to each Member under this Agreement other than the Regulatory Allocations and (ii) the Regulatory Allocations made to each Member shall equal the net amount that would have been allocated to each Member had the Regulatory Allocations not occurred as necessary to effect the intent of Section 6.07. The Managing Member shall take account of the fact that certain of the Regulatory Allocations will occur at a period in the future for purposes of applying this Section 6.02(g).

Allocations and Compliance with Section 704(b). The following special allocations shall, except as otherwise provided, be made in the following order: (a) Notwithstanding anything to the contrary contained in this Article VI, if If there is a net decrease in Company Minimum Gain or in any Member Minimum Gain during any taxable year or other period, prior to any other allocation pursuant hereto, such Member shall be specially allocated items of Profit income and gain for such year (and, if necessary, subsequent years) in an amount and manner required by Treasury Regulation Sections 1.704-2(f) or 1.704-2(i)(4). The items of Profit to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2. This Section 6.02(a) is intended to comply with the minimum gain chargeback and partner non-recourse debt minimum chargeback requirements of Treasury Regulation Section 1.704-2 and shall be interpreted consistently therewith. (b) Non-recourse Nonrecourse Deductions for any taxable year or other period shall be allocated (as nearly as possible) under Treasury Regulation Section 1.704-2 to the Members, pro rata in proportion to their respective Contribution PercentagesPercentage Interests. (c) Any Member Non-recourse Nonrecourse Deductions for any taxable year or other period shall be allocated to the Member that made or guarantied guaranteed or is otherwise liable bears the economic risk of loss with respect to the loan to which such Member Non-recourse Nonrecourse Deductions are attributable in accordance with principles under Treasury Regulation Section 1.704-2(i). (d) Any Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which causes or increases a negative balance in his or its an Adjusted Capital Account Deficit shall be allocated items of Profit sufficient to eliminate such increase or negative balance caused thereby, as quickly as possible, to the extent required by such Treasury Regulation. This Section 6.02(d) is intended to comply with the “qualified income offset” provisions of the Treasury Regulation Section 1.704-1(b)(2)(ii) and shall be interpreted consistently therewith. (e) No allocation of an item of Loss loss or deduction shall be made to any Member if, as a result of such allocation, such Member would have an Adjusted Capital Account Deficit. Any such disallowed allocation shall be made to the Members entitled to receive such allocation under Treasury Regulation Section 1.704 1.704-1(b)(2)(iv) in proportion to their respective Contribution PercentagesPercentage Interests. If losses or deductions are reallocated under this Section 6.02(e), subsequent allocations of income and losses (and items thereof) shall be made so that, to the extent possible, the net amount allocated under this Section 6.02(e) equals the amount that would have been allocated to each Member if no reallocation had occurred under this Section 6.02(e). (f) To the extent that an adjustment to the adjusted tax basis of any Company property pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Treasury Regulation 37 Section 1. 704-1(b)(2)(iv)(m)(2) or Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the adjusted tax basis of the property) or loss (if the adjustment decreases the adjusted tax basis of the property) and such gain or loss shall be specially allocated among the Members in proportion to their relative Percentage Interests in the event that Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (g) The allocations contained in Sections 6.02(a), 6.02(b), 6.02(c), 6.02(d), 6.02(e) and 6.02(f) (the “Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulation Sections 1.704-1 and 1.704-2. The Regulatory Allocations shall be taken into account in allocating Profits, Losses, Net Profit and Net Loss and other items of income, gain, loss and deduction among the Members so that to the extent possible, the aggregate of (i) the allocations made to each Member under this Agreement other than the Regulatory Allocations and (ii) the Regulatory Allocations made to each Member shall equal the net amount that would have been allocated to each Member had the Regulatory Allocations not occurred as necessary to effect the intent of Section 6.05. The Executive Committee shall take account of the fact that certain of the Regulatory Allocations will occur at a period in the future for purposes of applying this Section 6.02(g). (h) For purposes of Section 752 of the Code and the Treasury Regulations thereunder, excess non-recourse nonrecourse liabilities (within the meaning of Treasury Regulations Section 1.752-3(a)(3)) shall be allocated to the Members pro rata in proportion to their respective Contribution Percentagesaccordance with Treasury Regulations Section 1.752-3.