Common use of Allocations to Capital Accounts Clause in Contracts

Allocations to Capital Accounts. (a) Except as provided in Section 7.2(b) or elsewhere in this Agreement, Tax Items for any fiscal year shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount equal to the distributions that would be made to such Member during such fiscal year pursuant to Section 6.1. The Managing Member may, in its discretion, make such assumptions as it deems necessary or appropriate in order to effectuate the intended economic arrangement of the Members. (b) Except as otherwise provided elsewhere in this Agreement, if upon the dissolution and termination of the Company pursuant to Section 6.6 and after all other allocations provided for in Section 7.2 have been tentatively made as if this Section 7.2(b) were not in this Agreement, a distribution to the Members under Section 6.9 would be different from a distribution to the Members under Section 6.1, then Tax Items for the fiscal year in which the Company dissolves and terminates pursuant to Section 6.9 shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount of the distributions that would be made to such Member during such last fiscal year pursuant to Section 6.1. The Managing Member may, in its discretion, apply the principles of this Section 7.2(b) to any fiscal year preceding the fiscal year in which the Company dissolves and terminates (including through application of Section 761(e) of the Code) if delaying application of the principles of this Section 7.2(b) would likely result in distributions under Section 6.9 that are materially different from distributions under Section 6.1 in the fiscal year in which the Company dissolves and terminates. (c) The following special allocations shall be made in the following order: (i) Minimum Gain Chargeback. Notwithstanding any other provision of this Section 7.2, if there is a net decrease in Company minimum gain (as defined in Treasury Regulations Section 1.704-2(b)(2) and (d)) during any fiscal year, the Members shall be specially allocated items of Company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to the portion of such Member's share of the net decrease in Company minimum gain, determined in accordance with Treasury Regulations Section 1.704-2(f) and (g). This Section 7.2(c)(i) is intended to comply with the minimum gain chargeback requirement in such section of the Treasury Regulations and shall be interpreted consistently therewith. (ii) Member Minimum Gain Chargeback. Notwithstanding any other provision of Section 7.2, if there is a net decrease in Member nonrecourse debt minimum gain attributable to a Member nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(i)) during any fiscal year, each Member shall be specially allocated items of Company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to the portion of such Member's share of the net decrease in Member nonrecourse debt minimum gain attributable to such Member's nonrecourse debt, determined in accordance with Treasury Regulations Section 1.704-2(i). This Section 7.2(c)(ii) is intended to comply with the minimum gain chargeback requirement in such section of the Treasury Regulations and shall be interpreted consistently therewith.

Allocations to Capital Accounts. (a) Except as provided in Section 7.2(b) or elsewhere in this Agreement, Tax Items for any fiscal year shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount equal to the distributions that would be made to such Member during such fiscal year pursuant to Section 6.1. The Managing Member may, in its discretion, make such assumptions as it deems necessary or appropriate in order to effectuate the intended economic arrangement of the Members. (b) Except as otherwise provided elsewhere in this Agreement, if upon the dissolution and termination of the Company pursuant to Section 6.6 and after all other allocations provided for in Section 7.2 have been tentatively made as if this Section 7.2(b) were not in this Agreement, a distribution to the Members under Section 6.9 would be different from a distribution to the Members under Section 6.1, then Tax Items for the fiscal year in which the Company dissolves and terminates pursuant to Section 6.9 shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount of the distributions that would be made to such Member during such last fiscal year pursuant to Section Member 6.1. The Managing Member may, in its discretion, apply the principles of this Section 7.2(b) to any fiscal year preceding the fiscal year in which the Company dissolves and terminates (including through application of Section 761(e) of the Code) if delaying application of the principles of this Section 7.2(b) would likely result in distributions under Section 6.9 that are materially different from distributions under Section 6.1 in the fiscal year in which the Company dissolves and terminates. (c) The following special allocations shall be made in the following order: (i) Minimum Gain Chargeback. Notwithstanding any other provision of this Section 7.2, if there is a net decrease in Company minimum gain (as defined in Treasury Regulations Section 1.704-2(b)(2) and (d)) during any fiscal year, the Members shall be specially allocated items of Company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to the portion of such Member's share of the net decrease in Company minimum gain, determined in accordance with Treasury Regulations Section 1.704-2(f) and (g). This Section 7.2(c)(i) is intended to comply with the minimum gain chargeback requirement in such section of the Treasury Regulations and shall be interpreted consistently therewith. (ii) Member Minimum Gain Chargeback. Notwithstanding any other provision of Section 7.2, if there is a net decrease in Member nonrecourse debt minimum gain attributable to a Member nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(i)) during any fiscal year, each Member shall be specially allocated items of Company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to the portion of such Member's share of the net decrease in Member nonrecourse debt minimum gain attributable to such Member's nonrecourse debt, determined in accordance with Treasury Regulations Section 1.704-2(i). This Section 7.2(c)(ii) is intended to comply with the minimum gain chargeback requirement in such section of the Treasury Regulations and shall be interpreted consistently therewith.

Allocations to Capital Accounts. (a) Except as After giving effect to the special allocations provided in Section 7.2(b4.1(b) or elsewhere in this Agreementand (c) hereof, Tax Items for any fiscal year and after payment of all expenses to unaffiliated third parties, payment of the Management Fee to the Corporate Manager, and payments to the Members under Transfer Agreements: (i) Profits of the Company shall be allocated among the Members in a the following manner and order of priority: (A) First, until the cumulative Profits allocated pursuant to this Section 4.1(a)(i) for the current and all prior fiscal years equal the cumulative Losses, if any, allocated among the Members pursuant to Section 4.1(a)(ii) for all prior fiscal years, to the Members in the same chronological order and in the same proportions in which the Losses were previously allocated; (B) Second, to the holders of Class C Interests such that the Capital Account of each Memberamounts allocated in the current period and all prior periods equals the total accrued Class C Dividends on such Class C Interests; and (C) Third, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount equal to the distributions that would be made to such Member during such fiscal year pursuant to Section 6.1. The Managing Member mayholders of Class A and Class C Interests, in its discretionpro rata, make such assumptions as it deems necessary or appropriate in order to effectuate the intended economic arrangement of the Membersbased on their respective Percentage Interests. (bii) Except as otherwise provided elsewhere in this Agreement, if upon the dissolution and termination Losses of the Company pursuant to Section 6.6 and after all other allocations provided for in Section 7.2 have been tentatively made as if this Section 7.2(b) were not in this Agreement, a distribution to the Members under Section 6.9 would be different from a distribution to the Members under Section 6.1, then Tax Items for the fiscal year in which the Company dissolves and terminates pursuant to Section 6.9 shall be allocated among the Members in a the following manner such that and order of priority: (A) First, until the Capital Account of each Membercumulative Losses allocated pursuant to this Section 4.1(a)(ii) for the current and all prior fiscal years equal the cumulative Profits, immediately after giving effect to such allocationif any, is, as nearly as possible, equal (proportionately) to allocated among the amount of the distributions that would be made to such Member during such last fiscal year Members pursuant to Section 6.1. The Managing Member may4.1(a)(i) for all prior fiscal years, to the Members in its discretion, apply the principles of this Section 7.2(b) to any fiscal year preceding same chronological order and in the fiscal year same proportions in which the Company dissolves Profits were previously allocated; (B) until the cumulative Losses allocated pursuant to this Section 4.1(a)(ii) for the current year and terminates (including through application of Section 761(e) all prior fiscal years equal the aggregate Capital Accounts of the Code) if delaying application holders of all LLC Interests, to the principles holders of this Section 7.2(b) would likely result all LLC Interests in distributions under Section 6.9 that are materially different from distributions under Section 6.1 in the fiscal year in which the Company dissolves and terminates. (c) The following special allocations shall be made in the following order: (i) Minimum Gain Chargeback. Notwithstanding any other provision of this Section 7.2, if there is a net decrease in Company minimum gain (as defined in Treasury Regulations Section 1.704-2(b)(2) proportion to their respective Capital Accounts; and (d)iii) during any fiscal yearThird, the Members shall be specially allocated items of Company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to the portion holders of such Member's share of the net decrease in Company minimum gainClass A and Class C Interests, determined in accordance with Treasury Regulations Section 1.704-2(f) and (g). This Section 7.2(c)(i) is intended to comply with the minimum gain chargeback requirement in such section of the Treasury Regulations and shall be interpreted consistently therewithpro rata, based on their respective Percentage Interests. (ii) Member Minimum Gain Chargeback. Notwithstanding any other provision of Section 7.2, if there is a net decrease in Member nonrecourse debt minimum gain attributable to a Member nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(i)) during any fiscal year, each Member shall be specially allocated items of Company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to the portion of such Member's share of the net decrease in Member nonrecourse debt minimum gain attributable to such Member's nonrecourse debt, determined in accordance with Treasury Regulations Section 1.704-2(i). This Section 7.2(c)(ii) is intended to comply with the minimum gain chargeback requirement in such section of the Treasury Regulations and shall be interpreted consistently therewith.