Common use of Curative Allocation Clause in Contracts

Curative Allocation. (A) The allocations set forth in Section 5.1(b)(i), (ii), (iii) and (viii) (the “Required Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Required Allocations shall be offset either with other Required Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 5.1(b)(ix)(A). Therefore, notwithstanding any other provision of this ARTICLE V (other than the Required Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Required Allocations were not part of this Agreement and all Company items were allocated pursuant to the economic agreement among the Members. (B) The Managing Member shall, with respect to each taxable period, (1) apply the provisions of Section 5.1(b)(ix)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide all allocations pursuant to Section 5.1(b)(ix)(A) among the Members in a manner that is likely to minimize such economic distortions.

Curative Allocation. (A) The allocations set forth in Section 5.1(b)(i), (ii), (iii) and (viii) (the “Required Allocations”) Allocations are intended to comply with certain requirements of the U.S. Treasury Regulations. It is the intent of the Members Partners that, to the extent possible, all Required Allocations shall be offset either with other Required Allocations or with special allocations of other items of Company Partnership income, gain, loss or deduction pursuant to this Section 5.1(b)(ix)(A5.2(b)(ix). Therefore, notwithstanding any other provision of this ARTICLE V Article 5 (other than the Required Allocations), the Managing Member General Partner shall make such offsetting special allocations of Company Partnership income, gain, loss or deduction in whatever manner it determines appropriate (taking into account required future allocations) so that, after such offsetting allocations are made, each MemberPartner’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member Partner would have had if the Required Allocations were not part of this Agreement and all Company Partnership items were allocated pursuant to the economic agreement among the MembersPartners. (B) The Managing Member General Partner shall, with respect to each taxable period, (1) apply the provisions of Section 5.1(b)(ix)(A5.2(b)(ix)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide all allocations pursuant to Section 5.1(b)(ix)(A5.2(b)(ix)(A) among the Members Partners in a manner that is likely to minimize such economic distortions.

Curative Allocation. (A) The allocations set forth in Section 5.1(b)(i), (iiSection 5.1(b)(ii), (iiiSection 5.1(b)(iii) and (viiiSection 5.1(b)(viii) (the “Required Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Required Allocations shall be offset either with other Required Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 5.1(b)(ix)(A). Therefore, notwithstanding any other provision of this ARTICLE Article V (other than the Required Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Required Allocations were not part of this Agreement and all Company items were allocated pursuant to the economic agreement among the Members. (B) The Managing Member shall, with respect to each taxable period, (1) apply the provisions of Section 5.1(b)(ix)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide all allocations pursuant to Section 5.1(b)(ix)(A) among the Members in a manner that is likely to minimize such economic distortions.

Curative Allocation. (A) The allocations set forth in Section 5.1(b)(i), (ii), (iii) and (viiithrough 5.1(b)(viii) (the “Required Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Required Allocations shall be offset either with other Required Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 5.1(b)(ix)(A). Therefore, notwithstanding any other provision of this ARTICLE Article V (other than the Required Allocations), the Managing Tax Matters Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Required Allocations were not part of this Agreement and all Company items were allocated pursuant to the economic agreement among the Members. (B) The Managing Tax Matters Member shall, with respect to each taxable period, (1) apply the provisions of Section 5.1(b)(ix)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide all allocations pursuant to Section 5.1(b)(ix)(A) among the Members in a manner that is likely to minimize such economic distortions.

Curative Allocation. (A) The allocations set forth in Notwithstanding any other provision of this Section 5.1(b)(i)6.1, (ii), (iii) and (viii) (other than the “Required Allocations”) are intended to comply with certain requirements of , the Treasury Regulations. It is Required Allocations shall be taken into account in making the intent of the Members Agreed Allocations so that, to the extent possible, all Required Allocations shall be offset either with other Required Allocations or with special allocations the net amount of other items of Company income, gain, loss loss, deduction, Simulated Depletion, Simulated Gain or deduction Simulated Loss allocated to each Member pursuant to this Section 5.1(b)(ix)(A). Therefore, notwithstanding any other provision of this ARTICLE V (other than the Required Allocations and the Agreed Allocations), together, shall be equal to the Managing net amount of such items that would have been allocated to each such Member under the Agreed Allocations had the Required Allocations and the (A) shall make such offsetting special be deferred with respect to allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, pursuant to clauses (1) and (2) hereof to the extent possible, equal the Board of Managers determines that such allocations are likely to the Capital Account balance such Member would have had if the be offset by subsequent Required Allocations were not part of this Agreement and all Company items were allocated pursuant to the economic agreement among the MembersAllocations. (B) The Managing Member Board of Managers shall, with respect to each taxable period, (1) apply the provisions of Section 5.1(b)(ix)(A6.1(d)(x)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide all allocations pursuant to Section 5.1(b)(ix)(A6.1(d)(x)(A) among the Members in a manner that is likely to minimize such economic distortions.

Curative Allocation. (A) The allocations set forth in Section 5.1(b)(i), (ii), (iii) and (viiithrough 5.1(b)(viii) (the “Required Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Required Allocations shall be offset either with other Required Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 5.1(b)(ix)(A). Therefore, notwithstanding any other provision of this ARTICLE Article V (other than the Required Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Required Allocations were not part of this Agreement and all Company items were allocated pursuant to the economic agreement among the Members. (B) The Managing Member shall, with respect to each taxable period, (1) apply the provisions of Section 5.1(b)(ix)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide all allocations pursuant to Section 5.1(b)(ix)(A) among the Members in a manner that is likely to minimize such economic distortions.

Curative Allocation. (A) A. The allocations set forth in Section 5.1(b)(i), (ii), (iii) and (viiithrough 5.1(b)(viii) (the “Required Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Required Allocations shall be offset either with other Required Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 5.1(b)(ix)(A). Therefore, notwithstanding any other provision of this ARTICLE Article V (other than the Required Allocations), the Managing Tax Matters Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Required Allocations were not part of this Agreement and all Company items were allocated pursuant to the economic agreement among the Members. (B) B. The Managing Tax Matters Member shall, with respect to each taxable period, (1) apply the provisions of Section 5.1(b)(ix)(A5.1(b) (ix)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide all allocations pursuant to Section 5.1(b)(ix)(A) among the Members in a manner that is likely to minimize such economic distortions.