Common use of Alternative Allocations Clause in Contracts

Alternative Allocations. It is the intent of the Shareholders that each Shareholder’s distributive share of income, gain, loss, deduction, credit (or item thereof) be determined and allocated consistently with the provisions of the Code, including Sections 704(b) and 7[ILLEGIBLE] of the Code. If in connection with the issuance of Shares or New Securities pursuant to the provisions hereof, or for any other reason, the Managers deem it necessary in order to comply with the Code, the Managers may, and hereby are, authorized and directed to allocate income, gain, loss, deduction or credit (or items thereof) arising in any year differently than as provided for in this Article if, and to the extent, (i) that allocating income, gain, loss, deduction or credit (or item thereof) would cause the determinations and allocations of each Shareholder’s distributive share of income, gain, loss, deduction or credit (or item thereof) not to be permitted by the Code and any Treasury Regulations promulgated thereunder or (ii) such allocation would be inconsistent with a Shareholder’s interest in the Company taking into consideration all facts and circumstances. Any allocation made pursuant to this Section shall be deemed to be a complete substitute for any allocation otherwise provided for in this Operating Agreement, and no further amendment of this Operating Agreement or approval by any Shareholder shall be required to effectuate such allocation. In making any such allocations under this Section (“New Allocations”) the Managers are authorized to act in reliance upon advice of counsel to the Company or the Company’s regular certified public accountants that, in their opinions after examining the relevant provisions of the Code and any current or future proposed or final Treasury Regulations thereunder, the New Allocation is necessary in order to ensure that, in either the then-current year or in any preceding year, each Shareholder’s distributive share of income, gain, loss, deduction or credit (or items thereof) are determined and allocated in accordance with the Code and the Shareholder’s interests in the Company. New Allocations made by the Managers in reliance upon the advice of counsel and accountants as described above shall be deemed to be made in the best interests of the Company and all of the Shareholders consistent with the duties of the Managers hereunder and any such New Allocations shall not give rise to any claim or cause of action by any Shareholder or Economic interest Holder against the Company or any Manager.

Alternative Allocations. It is the intent of the Shareholders Members' intention that each Shareholder’s Member's distributive share of income, gain, loss, deduction, credit (or item thereof) with respect to a particular Property be determined and allocated consistently with the provisions of the Code, including Sections 704(b) and 7[ILLEGIBLE] 704(c) of the Code. If in connection with the issuance of Shares or New Securities pursuant to the provisions hereof, or for any other reason, the Managers deem Administrative Member reasonably deems it necessary in order to comply with the Code, the Managers may, and hereby are, authorized and directed to Administrative Member may allocate income, gain, loss, deduction or credit (or items thereof) arising in any year Fiscal Year differently than as provided for in this Article 10 if, and to the extent, (ia) that allocating income, gain, loss, deduction or credit (or item thereof) with respect to a particular Property would cause the determinations and allocations of each Shareholder’s Member's distributive share of income, gain, loss, deduction or credit (or item thereof) attributable to such Property not to be permitted by the Code and any Treasury applicable Regulations promulgated thereunder or (iib) such allocation would be inconsistent with a Shareholder’s interest in the Company Member's Interest relating to such Property taking into consideration all facts and circumstances; provided, however, that any allocation pursuant to this Section 10.10 shall not materially alter the economic agreement between or among the Members. Any allocation made pursuant to this Section shall be deemed to 10.10 will be a complete substitute for any allocation otherwise provided for in this Operating Agreement, and no further amendment of this Operating Agreement or approval by any Shareholder shall be required Member is necessary to effectuate such allocation. In making any such allocations under this Section 10.10 (“"New Allocations”") the Managers are authorized to Administrative Member may act in reliance upon advice of counsel to the Company or the Company’s 's regular certified public accountants that, in either case, in their respective opinions after examining the relevant provisions of the Code and any current or future proposed or final Treasury Regulations thereunderRegulations, the New Allocation is Allocations are necessary in order to ensure that, in either the then-current year or in any preceding year, each Shareholder’s Member's distributive share of income, gain, loss, deduction deduction, or credit (or items thereof) are with respect to a particular Property is determined and allocated in accordance with the Code and the Shareholder’s interests in the Companysuch Member's Interest. New Allocations made by the Managers Administrative Member in reliance upon the advice of counsel and or accountants as described above shall in this Section 10.10 will be deemed to be made in the best interests of the Company and all of the Shareholders Members consistent with the duties of the Managers hereunder Administrative Member under this Agreement and any such New Allocations shall will not give rise to any claim or cause of action by any Shareholder or Economic interest Holder Member against the Company or any Managerthe Administrative Member.

Alternative Allocations. It is the intent of the Shareholders that each Shareholder’s distributive share of income, gain, loss, deduction, credit (or item thereof) be determined and allocated consistently with the provisions of the Code, including Sections 704(b) and 7[ILLEGIBLE] 704(c) of the Code. If in connection with the issuance of Shares or New Securities other new securities pursuant to the provisions hereof, or if for any other reason, the Managers deem it necessary in order to comply with the Code, the Managers may, and they hereby are, authorized and directed to allocate income, gain, loss, deduction or credit (or items thereof) arising in any year differently than as provided for in this Article 11 if, and to the extent, (i) that allocating income, gain, loss, deduction or credit (or item thereof) would cause the determinations and allocations of each Shareholder’s distributive share of income, gain, loss, deduction or credit (or item thereof) not to be permitted by the Code and any Treasury Regulations promulgated thereunder or (ii) such allocation would be inconsistent with a Shareholder’s interest in the Company taking into consideration all facts and circumstances. Any allocation made pursuant to this Section shall be deemed to be a complete substitute for any allocation otherwise provided for in this Operating Agreement, and no further amendment of this Operating Agreement or approval by any Shareholder shall be required to effectuate such allocation. In making any such allocations under this Section (“New Allocations”) the Managers are authorized to act in reliance upon advice of counsel to the Company or the Company’s regular certified public accountants that, in their opinions after examining the relevant provisions of the Code and any current or future proposed or final Treasury Regulations thereunder, the New Allocation is necessary in order to ensure that, in either the then-current year or in any preceding year, each Shareholder’s distributive share of income, gain, loss, deduction or credit (or items thereof) are determined and allocated in accordance with the Code and the Shareholder’s interests in the Company. New Allocations made by the Managers in reliance upon the advice of counsel and accountants as described above shall be deemed to be made in the best interests of the Company and all of the Shareholders consistent with the duties of the Managers hereunder and any such New Allocations shall not give rise to any claim or cause of action by any Shareholder or Economic interest Interest Holder against the Company or any Manager.

Alternative Allocations. It is the intent of the Shareholders that each Shareholder’s 's distributive share of income, gain, loss, deduction, credit (or item thereof) be determined and allocated consistently with the provisions of the Code, including Sections 704(b) and 7[ILLEGIBLE] 704(c) of the Code. If in connection with the issuance of Shares or New Securities other new securities pursuant to the provisions hereof, or if for any other reason, the Managers deem it necessary in order to comply with the Code, the Managers may, and they hereby are, authorized and directed to allocate income, gain, loss, deduction or credit (or items thereof) arising in any year differently than as provided for in this Article 11 if, and to the extent, extent (i) that allocating income, gain, loss, deduction or credit (or item thereof) would cause the determinations and allocations of each Shareholder’s 's distributive share of income, gain, loss, deduction or credit (or item thereof) not to be permitted by the Code and any Treasury Regulations promulgated thereunder or (ii) such allocation would be inconsistent with a Shareholder’s 's interest in the Company taking into consideration all facts and circumstances. Any allocation made pursuant to this Section shall be deemed to be a complete substitute for any allocation otherwise provided for in this Operating Agreement, and an no further amendment of this Operating Agreement or approval by any Shareholder shall be required to effectuate such allocation. In IN making any such allocations under this Section (“"New Allocations”") the Managers are authorized to act in reliance upon advice of counsel to the Company or the Company’s 's regular certified public accountants that, in their opinions after examining the relevant provisions of the Code and any current or future proposed or final Treasury Regulations thereunder, the New Allocation is necessary in order to ensure that, in either the then-current year or in any preceding year, each Shareholder’s 's distributive share of income, gain, loss, deduction or credit (or items thereof) are determined and allocated in accordance with the Code and the Shareholder’s 's interests in the Company. New Allocations made by the Managers in reliance upon the advice of counsel and accountants as described above shall be deemed to be made in the best interests of the Company and all of the Shareholders consistent with the duties of the Managers hereunder and any such New Allocations shall not give rise to any claim or cause of action by any Shareholder or Economic interest Interest Holder against the Company or any Manager.

Alternative Allocations. It is the intent of the Shareholders that each Shareholder’s 's distributive share of income, gain, loss, deduction, credit (or item thereof) be determined and allocated consistently with the provisions of the Code, including Sections 704(b) and 7[ILLEGIBLE] 704(c) of the Code. If in connection with the issuance of Shares or New Securities other new securities pursuant to the provisions hereof, or if for any other reason, the Managers deem it necessary in order to comply with the Code, the Managers may, and they hereby are, authorized and directed to allocate income, gain, loss, deduction or credit (or items thereof) arising in any year differently than as provided for in this Article 11 if, and to the extent, extent (iI) that allocating income, gain, loss, deduction or credit (or item thereof) would cause the determinations and allocations of each Shareholder’s 's distributive share of income, gain, loss, deduction or credit (or item thereof) not to be permitted by the Code and any Treasury Regulations promulgated thereunder or (ii) such allocation would be inconsistent with a Shareholder’s 's interest in the Company taking into consideration all facts and circumstances. Any allocation made pursuant to this Section shall be deemed to be a complete substitute for any allocation otherwise provided for in this Operating Agreement, and an no further amendment of this Operating Agreement or approval by any Shareholder shall be required to effectuate such allocation. In IN making any such allocations under this Section (“"New Allocations”") the Managers are authorized to act in reliance upon advice of counsel to the Company or the Company’s 's regular certified public accountants that, in their opinions after examining the relevant provisions of the Code and any current or future proposed or final Treasury Regulations thereunder, the New Allocation is necessary in order to ensure that, in either the then-current year or in any preceding year, each Shareholder’s 's distributive share of income, gain, loss, deduction or credit (or items thereof) are determined and allocated in accordance with the Code and the Shareholder’s 's interests in the Company. New Allocations made by the Managers in reliance upon the advice of counsel and accountants as described above shall be deemed to be made in the best interests of the Company and all of the Shareholders consistent with the duties of the Managers hereunder and any such New Allocations shall not give rise to any claim or cause of action by any Shareholder or Economic interest Interest Holder against the Company or any Manager.