Common use of Curative Allocations Clause in Contracts

Curative Allocations. (i) The "Regulatory Allocations" consist of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(ii) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii) shall only be made with respect to allocations pursuant to Section 3.02(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. The allocations set forth in subsections (ia) The "through (h) of Section A2 of this Appendix 1 (“Regulatory Allocations" consist ”) are intended to comply with certain requirements of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(iiRegulations Sections 1.704-1(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof1.704-2. Notwithstanding any other provision provisions of this Agreement, Appendix 1 (other than the Regulatory AllocationsAllocations and the next two (2) following sentences), the Basic Regulatory Allocations shall be taken into account in allocating other Profits, Losses and items of income, gain, loss, loss and deduction among the Partners Members so that, to the extent possible, the net amount of such allocations of other Profits, Losses and other items and the Basic Regulatory Allocations to each Partner Member shall be equal to the net amount that would have been allocated to each such Partner Member if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing preceding sentence, Regulatory Allocations of Nonrecourse Deductions and Member Nonrecourse Deductions shall be offset by subsequent allocations of items of income and gain pursuant to this Section 3.02(h)(ii) shall A3 only be made with respect to allocations pursuant to Section 3.02(g) hereof if (and to the extent extent) that: (a) the Managing General Partner Management Committee reasonably determines determine that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had are not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to under Section 3.02(c). (ivA2(a) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(dor Section A2(b) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, lossAppendix 1, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have (b) there has been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Company Minimum Gain (in the case of allocations to offset prior Nonrecourse Deductions) or a net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Member Nonrecourse Debt (in the case of allocations to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) prior Member Nonrecourse Deductions). The Managing General Partner Management Committee shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii)this Section A3, and (iv) hereof shall divide the allocations hereunder among the Partners Members, in a such manner as will minimize the economic distortions upon the distributions to the Members that is likely to minimize such economic distortionsmight otherwise result from the Regulatory Allocations.

Curative Allocations. (ia) The "“Regulatory Allocations" ” consist of the ''“Basic Regulatory Allocations," ” as defined in Section 3.02(h)(iiSubsection 7.12(b) hereof, ; the "“Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iiiSubsection 7.12(c) hereof, ; and the "“Partner Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iv) hereofSubsection 7.12(d). (iib) The "“Basic Regulatory Allocations" Al locations” consist of (1) allocations pursuant to Section 3.02(b)(ii), the last sentence of Subsection 7.1(b) (iii)ii) hereof, and (ivii) allocations pursuant to Subsections 7.3, 7.8 and 7.11 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each General Partner and Limited Partner shall be equal to the net amount that would have been allocated to each such General Partner and Limited Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(iiSubsection 7.12(b) shall only be made with respect to allocations pursuant to Section 3.02(g) Subsection 7.11 hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iiic) The "“Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Section 3.02(cSubsections 7.4(a) and 3.02(e) 7.9 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of or such allocations of other items and the Nonrecourse Regulatory Allocations to each General Partner and Limited Partner shall be equal to the net amount that would have been allocated to each such General Partner and Limited Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i1) no allocations pursuant to this Section 3.02(h)(iiiSubsection 7.12(c) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iiiSubsection 7.12(c) shall be deferred with respect to allocations pursuant to Section 3.02(e) Subsection 7.9 hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c).Subsection 7.4(a) hereof (ivd) The "“Partner Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Sections 3.02(dSubsections 7.4(b) and 3.02(f) 7.10 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each General Partner and Limited Partner shall be equal to the net amount that would have been allocated to each such General Partner and Limited Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(ivSubsection 7.12(d) shall be made with respect to allocations pursuant to Section 3.02(f) Subsection 7.10 relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(ivSubsection 7.12(d) shall be deferred to with respect to allocations pursuant to Section 3.02(f) Subsection 7.10 hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing this General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(dSubsection 7.4(b) hereof. (ve) The Managing General Partner shall have reasonable discretion discretion, with respect to each Partnership fiscal year, to (i) apply the provisions of Sections 3.02(h)(iiSubsections 7.12(b), (iii)7.12(c) and 7.12(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations, and (ivii) divide all allocations pursuant to Subsections 7.12(b), 7.12(c) and 7.12(d) hereof among the General Partner and the Limited Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (iA) The "Regulatory Allocations" consist of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(ii) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof. Notwithstanding any other provision of this AgreementSection 6.1, other than the Regulatory Required Allocations, the Basic Regulatory Required Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among making the Partners Agreed Allocations so that, to the extent possible, the net amount of such allocations items of other items gross income, gain, loss, deduction, Simulated Depletion, Simulated Gain and Simulated Loss allocated to each Member pursuant to the Required Allocations and the Basic Regulatory Allocations to each Partner Agreed Allocations, together, shall be equal to the net amount of such items that would have been allocated to each such Partner if Member under the Basic Regulatory Agreed Allocations had the Required Allocations and the related Curative Allocation not occurredotherwise been provided in this Section 6.1 and Simulated Depletion and Simulated Loss had been included in the definition of Net Income and Net Loss. For purposes of applying In exercising its discretion under this Section 6.1(c)(xi)(A), the foregoing sentenceManaging Member may take into account future Required Allocations that, allocations although not yet made, are likely to offset other Required Allocations previously made. Allocations pursuant to this Section 3.02(h)(ii6.1(c)(xi)(A) shall only be made with respect to allocations pursuant to Section 3.02(g) hereof Required Allocations to the extent the Managing General Partner reasonably Member determines that such allocations will shall otherwise be inconsistent with the economic agreement among the parties to this AgreementMembers. (iiiB) The "Nonrecourse Regulatory Managing Member shall, with respect to each taxable period, (1) apply the provisions of Section 6.1(c)(xi)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations" consist of , and (2) divide all allocations pursuant to Section 3.02(c6.1(c)(xi)(A) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners Members in a manner that is likely to minimize such economic distortions.

Curative Allocations. (i1) The "allocations set forth in Sections II.A through II.E of this Appendix B are intended to comply with certain requirements imposed by Code § 704(b) and the Regulations promulgated thereto (the “Regulatory Allocations" consist ”). If in any Taxable Year any Regulatory Allocations (which term shall include any other allocations required to be made under Code § 704(b) or under the Regulations promulgated thereunder) are made, then in allocating the remainder of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(iiCompany’s Profits or Losses (or items thereof) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations thereafter pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof. Notwithstanding any other provision 4.1 of this the Agreement, other than whether in the Regulatory Allocationssame Allocation Period or in subsequent Allocation Periods, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the maximum extent possible and as quickly as possible, the net amount of such allocations made to each of other items the Members under Section 4.1 of the Agreement and Sections II.A through II.E of this Appendix B (and otherwise under Code § 704(b) and the Basic Regulatory Allocations to each Partner Regulations promulgated thereunder) and this Section II.F(1), shall be equal to the net amount that would have been allocated to each such Partner if of the Basic Members solely under Section 4.1 of the Agreement had the Regulatory Allocations had not occurredbeen applicable. The application of this Section II.F(1) and the making of curative allocations pursuant hereto shall be made in any reasonable manner determined by the Managing Member, following consultation with the Company’s tax advisors. (2) For purposes of applying Section II.F(1) above, Regulatory Allocations which constitute allocations of Nonrecourse Deductions or Member Nonrecourse Deductions shall not be offset by subsequent curative allocations of Profits or items of income or gain comprising the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii) shall only be made with respect to allocations Profits or Losses of the Company pursuant to Section 3.02(gII.F(1) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year first Taxable Year thereafter during which there is a net decrease in Partnership the Company Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such Gain (or a net decrease in Partnership Member Nonrecourse Debt Minimum GainGain attributable to a Member Nonrecourse Debt, as the case may be), and (ii) allocations pursuant to this Section 3.02(h)(iii) then, shall only be deferred with respect to offset by curative allocations pursuant to Section 3.02(e) hereof to the extent II.F(1), if the Managing General Partner Member reasonably determines that such allocations Regulatory Allocations are not offset (or reasonably likely to be offset offset) by subsequent allocations pursuant to (including expected future allocations) of income or gain under Section 3.02(c). (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision II.A or Section II.B of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners in a manner that is likely to minimize such economic distortions.Appendix B.

Curative Allocations. (i1.) The "Regulatory Allocations" consist of the ''"Basic Regulatory Allocations," as defined in Section 3.02(h)(ii) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii2.) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii) shall only be made with respect to allocations pursuant to Section 3.02(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii3.) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). (iv4.) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v5.) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (i) The "Regulatory Allocations" consist of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(iiallocations to a Member (or its predecessor) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(iiunder Sections 6.3(a), (iii6.3(b), 6.3(c), 6.3(d) and (iv6.3(e) hereof. Notwithstanding any other provision provisions of this Agreement, Article 6 (other than the Regulatory Allocations), the Basic Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss, loss and deduction among the Partners Members so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner Member shall be equal to the net amount that would have been allocated to each such Partner Member if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii) shall only be made with respect to allocations pursuant to Section 3.02(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii6.4 with respect to allocations pursuant to Section 6.3(a) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Company Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease decease in Partnership Company Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) 6.4 shall be made with respect to allocations pursuant to Section 3.02(fSections 6.3(b) and 6.3(e) relating to a particular Partner Member Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Member Minimum Gain attributable to such Partner Member Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused used by such net decrease decease in Partner Member Minimum Gain, and (iiiii) allocations pursuant to this Section 3.02(h)(iv) 6.4 shall be deferred with respect to allocations pursuant to Section 3.02(f6.3(e) hereof relating to a particular Partner Member Nonrecourse Debt to the extent the Managing General Partner Managers reasonably determines determine that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d6.3(b) hereof. (v) . The Managing General Partner Managers shall have reasonable discretion discretion, with respect to each Partnership fiscal year, to (i) apply the provisions of Sections 3.02(h)(ii), (iii)this Section 6.4 in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations, and (ivii) hereof divide all allocations pursuant to this Section 6.4 among the Partners Members in a manner that is likely to minimize such economic distortions.

Curative Allocations. (i) a. The "Regulatory Allocations" consist of the ''"Basic Regulatory Allocations," as defined in Section 3.02(h)(ii4.04(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii4.04(c) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv4.04(d) hereof. (ii) b. The "Basic Regulatory Allocations" consist of (i) allocations pursuant to Section 3.02(b)(ii4.02(b)(ii) hereof, and (ii) allocations pursuant to Sections 4.03(c), (iii4.03(d), and (iv4.03(g) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partners, Limited Partners and assignees or transferees of a partnership interest so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each General Partner, Limited Partner and assignee or transferee of a partnership interest shall be equal to the net amount that would have been allocated to each such General Partner, Limited Partner and assignee or transferee of a partnership interest if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii4.04(b) shall only be made with respect to allocations pursuant to Section 3.02(g4.03(g) hereof to the extent the Managing General Partner or General Partners reasonably determines determine that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) c. The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(cSections 4.03(a) and 3.02(e4.03(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partners, Limited Partners and assignees or transferees of a partnership interest so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each General Partner, Limited Partner and assignee or transferee of a partnership interest shall be equal to the net amount that would have been allocated to each such General Partner, Limited Partner and assignee or transferee of a partnership interest if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii4.04(c) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii4.04(c) shall be deferred with respect to allocations pursuant to Section 3.02(e4.03(e) hereof to the extent the Managing General Partner or General Partners reasonably determines determine that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c)4.03(a) hereof. (iv) d. The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d4.03(b) and 3.02(f4.03(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partners, Limited Partners and assignees or transferees of a partnership interest so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each General Partner, Limited Partner and assignee or transferee of a partnership interest shall be equal to the net amount that would have been allocated to each such General Partner, Limited Partner and assignee or transferee of a partnership interest if the Partner Nonrecourse Regulatory Allocations Allocation had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv4.04(d) shall be made with respect to allocations pursuant to Section 3.02(f4.03(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv4.04(d) shall be deferred with respect to allocations pursuant to Section 3.02(f4.03(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner or General Partners reasonably determines determine that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d4.03(b) hereof. (v) e. The Managing General Partner or General Partners shall have reasonable discretion discretion, with respect to each Partnership fiscal year, to (i) apply the provisions of Sections 3.02(h)(ii4.04(b), (iii)4.04(c) and 4.04(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations, and (ivii) divide all allocations pursuant to Section 4.04(b), 4.04(c) and 4.04(d) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (i1) The "Regulatory Allocations" consist of the ''"Basic Regulatory Allocations," as defined in Section 3.02(h)(ii3.02(h)(2) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii3.02(h)(3) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv3.02(h)(4) hereof. (ii2) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii3.02(b)(2), (iii3), and (iv4) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii3.02(h)(2) shall only be made with respect to allocations pursuant to Section 3.02(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii3) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii3.02(h)(3) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). (iv4) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv3.02(h)(4) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv3.02(h)(4) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v5) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii3.02(h)(2), (iii3), and (iv4) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (ia) The "“Regulatory Allocations" ” consist of the ''“Basic Regulatory Allocations," ” as defined in Section 3.02(h)(ii4(b) hereof, the "“Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iii4(c) hereof, and the "“Partner Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iv4(d) hereof. (iib) The "“Basic Regulatory Allocations" ” consist of (i) allocations pursuant to the last sentence of Section 3.02(b)(ii), (iii)2(b) hereof, and (ivii) allocations pursuant to Sections 3(c), 3(d) and 3(g) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii4(b) shall only be made with respect to allocations pursuant to Section 3.02(g3(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iiic) The "“Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Section 3.02(cSections 3(a) and 3.02(e3(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii4(c) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gaindecrease, and (ii) allocations pursuant to this Section 3.02(h)(iii4(c) shall be deferred with respect to allocations pursuant to Section 3.02(e3(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c)3(a) hereof. (ivd) The "“Partner Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Sections 3.02(d3(b) and 3.02(f3(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv4(d) shall be made with respect to allocations pursuant to Section 3.02(f3(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gaindecrease, and (ii) allocations pursuant to this Section 3.02(h)(iv4(d) shall be deferred with respect to allocations pursuant to Section 3.02(f3(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d3(b) hereof. (ve) The Managing General Partner shall have reasonable discretion discretion, with respect to each Partnership fiscal year, to (i) apply the provisions of Sections 3.02(h)(ii4(b), (iii)4(c) and 4(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations, and (ivii) divide all allocations pursuant to Sections 4(b), 4(c) and 4(d) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (iA) The "Regulatory Allocations" consist of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(ii) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof. Notwithstanding any other provision of this AgreementSection 6.1, other than the Regulatory Required Allocations, the Basic Regulatory Required Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among making the Partners Agreed Allocations so that, to the extent possible, the net amount of such allocations items of other items income, gain, loss and the Basic Regulatory Allocations deduction allocated to each Partner pursuant to the Required Allocations and the Agreed Allocations, together, shall be equal to the net amount of such items that would have been allocated to each such Partner if under the Basic Regulatory Agreed Allocations had the Required Allocations and the related Curative Allocation not occurredotherwise been provided in this Section 6.1. For purposes of applying Notwithstanding the foregoing preceding sentence, allocations Required Allocations relating to (1) Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Partnership Minimum Gain and (2) Partner Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Partner Nonrecourse Debt Minimum Gain. Allocations pursuant to this Section 3.02(h)(ii6.1(d)(x)(A) shall only be made with respect to allocations pursuant to Section 3.02(g) hereof Required Allocations to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereofPartners. Notwithstanding any other provision of this AgreementFurther, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii6.1(d)(x)(A) shall be deferred with respect to allocations pursuant to Section 3.02(eclauses (1) and (2) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent Required Allocations. (B) The General Partner shall, with respect to each taxable period, (1) apply the provisions of Section 6.1(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 3.02(c). (iv6.1(d)(x)(A) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. The allocations set forth in subsections (ia) The "through (h) of Section A2 hereof (“Regulatory Allocations" consist ”) are intended to comply with certain requirements of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(iiRegulations §§ 1.704-1(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof1.704-2. Notwithstanding any other provision provisions of this Agreement, Appendix 1 (other than the Regulatory AllocationsAllocations and the next two (2) following sentences), the Basic Regulatory Allocations shall be taken into account in allocating other Profits, Losses and items of income, gain, loss, loss and deduction among the Partners Members so that, to the extent possible, the net amount of such allocations of other Profits, Losses and other items and the Basic Regulatory Allocations to each Partner Member shall be equal to the net amount that would have been allocated to each such Partner Member if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing preceding sentence, Regulatory Allocations of Nonrecourse Deductions and Member Nonrecourse Deductions shall be offset by subsequent allocations of items of income and gain pursuant to this Section 3.02(h)(ii) shall A3 only be made with respect to allocations pursuant to Section 3.02(g) hereof if (and to the extent extent) that: (a) the Managing General Partner Manager reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had are not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to under Section 3.02(c). (ivA2(a) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(for Section A2(b) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have (b) there has been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Company Minimum Gain (in the case of allocations to offset prior Nonrecourse Deductions) or a net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Member Nonrecourse Debt (in the case of allocations to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) prior Member Nonrecourse Deductions). The Managing General Partner Manager shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii)this Section A3, and (iv) hereof shall divide the allocations hereunder among the Partners Members, in a such manner as will minimize the economic distortions upon the distributions to the Members that is likely to minimize such economic distortionsmight otherwise result from the Regulatory Allocations.

Curative Allocations. The allocations set forth in Section 5.2 (i) The the "Regulatory Allocations" consist ") are intended to comply with certain requirements of SECTION 1.704-1(b) and -2 of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(ii) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereofRegulations. Notwithstanding any other provision provisions of this Agreement, Article V (other than the Regulatory Allocations), the Basic Regulatory Allocations shall be taken into account in allocating other Net Profits, Net Losses, and items of income, gain, loss, deduction and deduction Code SECTION 705(a)(2)(B) expenditures among the Partners so that, to the extent possible, the net amount of such allocations of other Net Profits, Net Losses, and other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii: (a) Nonrecourse Deductions shall only be made with respect to allocations pursuant to Section 3.02(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall not be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year Taxable Year during which there is a net decrease in Partnership Company Minimum Gain, and then only to the extent the Management Committee determines that it is necessary to avoid any potential economic distortions caused by such net decrease in Partnership Company Minimum Gain; (b) Partner Nonrecourse Deductions shall not be taken into account prior to the Taxable Year during which there is a net decrease in Partner Minimum Gain, and then only to the extent the Management Committee determines that it is necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain; (iic) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof 5.2.3 to the extent the Managing General Partner Management Committee reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). 5.2.1; (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (iid) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt 5.2.4 to the extent the Managing General Partner Management Committee reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d5.2.2; and (e) hereof. (v) The Managing General Partner allocations pursuant to this Section shall have reasonable discretion only be made with respect to each Partnership fiscal year, allocations pursuant to apply Section 5.2.5 to the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof extent the Management Committee reasonably determines that such allocations will otherwise be inconsistent with the economic arrangement among the Partners in a manner that is likely parties to minimize such economic distortionsthe Agreement.

Curative Allocations. The allocations set forth in this Section 4.4 (i) The "the “Regulatory Allocations" consist ”) are intended to comply with certain requirements of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(iiRegulations Sections 1.704-1(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof1.704-2. Notwithstanding any other provision of this Agreement, Article IV (other than the Regulatory Allocations), the Basic Regulatory Allocations shall be taken into account in allocating other items of profits, losses, income, gain, loss, gains and deduction deductions among the Partners Members so that, to the extent possible, the net amount of such allocations of other taxable items and the Basic Regulatory Allocations to each Partner Member shall be equal to the net amount that which would have been allocated to each such Partner Member if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing previous sentence, : (i) No allocations of Nonrecourse Deductions shall be made pursuant to this Section 3.02(h)(ii4.4(e) shall only be made with respect to allocations Regulatory Allocations required pursuant to Section 3.02(g4.4(a) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership Company fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and ; (ii) allocations Allocations pursuant to this Section 3.02(h)(iii4.4(e) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof of Nonrecourse Deductions to the extent the Managing General Partner reasonably determines Board of Managers determine that such allocations are likely to be offset by subsequent allocations pursuant to subsection (a) of Section 3.02(c).4.4 hereof; (iviii) The "No allocations of Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations Deductions shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations made pursuant to this Section 3.02(h)(iv4.4(e) shall be made with respect to allocations pursuant to Regulatory Allocations required under subsection (b) or (d) of this Section 3.02(f) relating to a particular Partner Nonrecourse Debt 4.4 prior to the Partnership Company fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and ; and (iiiv) allocations Allocations pursuant to this Section 3.02(h)(iv4.4(e) shall be deferred with respect to allocations pursuant to subsection (d) of this Section 3.02(f) hereof 4.4 relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner Board of Managers reasonably determines determine that such allocations are likely to be offset by subsequent allocations pursuant to subsection (b) of this Section 3.02(d) hereof4.4. (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (i) The "Regulatory Allocations" consist of the ''“Basic Regulatory Allocations," as defined in Section 3.02(h)(ii) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" ” consist of allocations pursuant to Section 3.02(b)(iiSections 4.3(a)(iii), (iii4.3(a)(iv), and (iv4.3(a)(v) hereof. Notwithstanding any other provision of this Agreement, Agreement other than those provisions relating to the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii4.3(b)(i) shall only be made with respect to allocations pursuant to Section 3.02(g4.3(a)(v) hereof to the extent the Managing General Partner reasonably determines that such allocations allocation will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iiiii) The "“Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Section 3.02(c4.3(a)(i) and 3.02(e4.3(a)(vi) hereof. Notwithstanding any other provision of this Agreement, Agreement other than those provisions relating to the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (iA) no allocations pursuant to this Section 3.02(h)(iii4.3(b)(ii) shall be made prior to the Partnership fiscal year or other period during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (iiB) allocations pursuant to this Section 3.02(h)(iii4.3(b)(ii) shall be deferred with respect to allocations pursuant to Section 3.02(e4.3(a)(vi) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c)4.3(a)(i) hereof. (iviii) The "“Partner Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Sections 3.02(d4.3(a)(ii) and 3.02(f4.3(a)(viii) hereof. Notwithstanding any other provision of this Agreement, Agreement other than those provisions relating to the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (iA) no allocations pursuant to this Section 3.02(h)(iv4.3(b)(iii) shall be made with respect to allocations pursuant to Section 3.02(f4.3(a)(viii) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year or other period during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (iiB) allocations pursuant to this Section 3.02(h)(iv4.3(b)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(f4.3(a)(viii) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d4.3(a)(ii) hereof. (viv) The Managing General Partner shall have reasonable discretion discretion, with respect to each Partnership fiscal yearyear or other period, to (A) apply the provisions of Sections 3.02(h)(ii4.3(b)(i), (iii4.3(b)(ii), and 4.3(b)(iii) hereof in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations, and (ivB) divide all allocations pursuant to Sections 4.3(b)(i), 4.3(b)(ii), and 4.3(b)(iii) hereof among the Partners in a manner that is likely to minimize such economic distortions. (v) Any income, gain, loss, or deduction realized as a direct or indirect result of the issuance of a Partnership Interest by the Partnership to a Partner (the “issuance items”) shall be allocated among the Partners so that, to the extent possible, the net amount of such issuance items, together with all other allocations under this Agreement to each Partner, shall be equal to the net amount that would have been allocated to each such Partner if the issuance items had not been realized.

Curative Allocations. (ia) The "Regulatory Allocations" consist of the ''"Basic Regulatory Allocations," as defined in Section 3.02(h)(iiSECTION 4.4(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iiiSECTION 4.4(c) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(ivSECTION 4.4(d) hereof. (iib) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(iiSECTIONS 4.3(e), (iii4.3(f), 4.3(g) and (iv4.3(h) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations and such other items to each Partner shall be equal to the net amount that would have been allocated to each such Partner as if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(iiSECTION 4.4(b) shall only be made with respect to allocations pursuant to Section 3.02(gSECTION 4.3(h) hereof to the extent the Managing General Partner Partners reasonably determines determine that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iiic) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(eSECTIONS 4.3(a) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations and such other items to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) sentence, no allocations pursuant to this Section 3.02(h)(iiiSECTION 4.4(c) shall be made prior to the Partnership fiscal taxable year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). (ivd) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(dSECTIONS 4.3(c) and 3.02(fAND 4.3(d) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations and such other items to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(ivSECTION 4.4(d) shall be made with respect to allocations pursuant to Section 3.02(fSECTION 4.3(c) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal taxable year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(ivSECTION 4.4(d) shall be deferred with respect to allocations pursuant to Section 3.02(fSECTION 4.3(d) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines Partners determine that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(dSECTION 4.3(c) hereof. (ve) The Managing General Partner shall have reasonable discretion Partners may, with respect to each Partnership fiscal taxable year, to (i) apply the provisions of Sections 3.02(h)(iiSECTIONS 4.4(b), 4.4(c) and 4.4(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations and (iiiii) divide all allocations pursuant to SECTIONS 4.4(b), 4.4(c) and (iv4.4(d) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. The allocations set forth in this Section 4.4(e) (i) The "the “Regulatory Allocations" consist ”) are intended to comply with certain requirements of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(iiRegulations Sections 1.704-1(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof1.704-2. Notwithstanding any other provision of this Agreement, Article IV (other than the Regulatory Allocations), the Basic Regulatory Allocations shall be taken into account in allocating other items of profits, losses, income, gain, loss, gains and deduction deductions among the Partners Members so that, to the extent possible, the net amount of such allocations of other taxable items and the Basic Regulatory Allocations to each Partner Member shall be equal to the net amount that which would have been allocated to each such Partner Member if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing previous sentence, : (i) No allocations of Nonrecourse Deductions shall be made pursuant to this Section 3.02(h)(ii4.4(e) shall only be made with respect to allocations Regulatory Allocations required pursuant to Section 3.02(g(a) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership Company fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and ; (ii) allocations Allocations pursuant to this Section 3.02(h)(iii4.4(e) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof of Nonrecourse Deductions to the extent the Managing General Partner reasonably determines Board of Managers determine that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c).(a) hereof; (iviii) The "No allocations of Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations Deductions shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations made pursuant to this Section 3.02(h)(iv4.4(e) shall be made with respect to allocations pursuant to Section 3.02(fRegulatory Allocations required under (b) relating to a particular Partner Nonrecourse Debt or (d) prior to the Partnership Company fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and ; and (iiiv) allocations Allocations pursuant to this Section 3.02(h)(iv4.4(e) shall be deferred with respect to allocations pursuant to Section 3.02(f(d) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner Board of Managers reasonably determines determine that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof(b). (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. The allocations set forth in subsections (ia) The "through (g) of Section A.2 hereof (“Regulatory Allocations" consist ”) are intended to comply with certain requirements of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(iiRegulations Sections 1.704-1(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof1.704-2. Notwithstanding any other provision provisions of this Agreement, Appendix 1 (other than the Regulatory AllocationsAllocations and the next two (2) following sentences), the Basic Regulatory Allocations shall be taken into account in allocating other Profits, Losses and items of income, gain, loss, loss and deduction among the Partners Members so that, to the extent possible, the net amount of such allocations of other Profits, Losses and other items and the Basic Regulatory Allocations to each Partner Member shall be equal to the net amount that would have been allocated to each such Partner Member if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing preceding sentence, Regulatory Allocations of Nonrecourse Deductions and Member Nonrecourse Deductions shall be offset by subsequent allocations of items of income and gain pursuant to this Section 3.02(h)(ii) shall A.3 only be made with respect to allocations pursuant to Section 3.02(g) hereof if (and to the extent extent) that: (a) the Managing General Partner Manager reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had are not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to under Section 3.02(c). (ivA.2(a) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(for Section A.2(b) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have (b) there has been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Company Minimum Gain (in the case of allocations to offset prior Nonrecourse Deductions) or a net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Member Nonrecourse Debt (in the case of allocations to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) prior Member Nonrecourse Deductions). The Managing General Partner Manager shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii)this Section A.3, and (iv) hereof shall divide the allocations hereunder among the Partners Members, in a such manner as will minimize the economic distortions upon the distributions to the Members that is likely to minimize such economic distortionsmight otherwise result from the Regulatory Allocations.

Curative Allocations. (i) The "Regulatory Allocations" consist of the ''“Basic Regulatory Allocations," as defined in Section 3.02(h)(ii) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" ” consist of allocations pursuant to Section 3.02(b)(iiSections 5.5(a), (iii5.5(d), and (iv5.5(g) hereof. Notwithstanding any other provision of this Agreement, Agreement other than those provisions relating to the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii5.5(k)(i) shall only be made with respect to allocations pursuant to Section 3.02(g5.5(g) hereof to the extent the Managing General Partner reasonably determines that such allocations allocation will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iiiii) The "“Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Section 3.02(c5.5(b) and 3.02(e5.5(e) hereof. Notwithstanding any other provision of this Agreement, Agreement other than those provisions relating to the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (iA) no allocations pursuant to this Section 3.02(h)(iii5.5(k)(ii) shall be made prior to the Partnership fiscal year or other period during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (iiB) allocations pursuant to this Section 3.02(h)(iii5.5(k)(ii) shall be deferred with respect to allocations pursuant to Section 3.02(e5.5(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c)5.5(b) hereof. (iviii) The "“Partner Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Sections 3.02(d5.5(c) and 3.02(f5.5(f) hereof. Notwithstanding any other provision of this Agreement, Agreement other than those provisions relating to the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (iA) no allocations pursuant to this Section 3.02(h)(iv5.5(k)(iii) shall be made with respect to allocations pursuant to Section 3.02(f5.5(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year or other period during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (iiB) allocations pursuant to this Section 3.02(h)(iv5.5(k)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(f5.5(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d5.5(c) hereof. (viv) The Managing General Partner shall have reasonable discretion discretion, with respect to each Partnership fiscal yearyear or other period, to (A) apply the provisions of Sections 3.02(h)(ii5.5(k)(i), (iii5.5(k)(ii), and 5.5(k)(iii) hereof in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations, and (ivB) divide all allocations pursuant to Sections 5.5(k)(i), 5.5(k)(ii), and 5.5(k)(iii) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. The allocations set forth in Sections 9.2 and 9.8.2 (i) The "the “Regulatory Allocations" consist ”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(ii) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, Treasury Regulations (any and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(iisuccessor provisions thereto), (iii), and (iv) hereof. Notwithstanding any other provision provisions of this Agreement, other than the Regulatory AllocationsArticle IX, the Basic Regulatory Allocations shall be taken into account in allocating making allocations of other items of income, gain, loss, deduction and deduction expenditure among the Partners members so that, to the extent possiblepossible consistent with the Code and the Treasury Regulations, the respective net amount amounts of such allocations of other items and the Basic Regulatory Allocations to each Partner shall be the Members are equal to the respective net amount amounts that would have been allocated to each such Partner the members if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing preceding sentence, however, (i) allocations pursuant to this Section 3.02(h)(ii9.7 shall be deferred with respect to a Regulatory Allocation made pursuant to Section 9.6.1 until the fiscal year during which there occurs the relevant net decrease in “partnership minimum gain” or “partner nonrecourse debt minimum gain” (determined in accordance with Sections 1.704-2(b), 1.704-2(d) and 1.704-2(i)(3) of the Treasury Regulations) provided in any case that allocations pursuant to this Section 8.4 shall only be made with respect to allocations pursuant to Section 3.02(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then Allocation only to the extent necessary to avoid prevent any potential economic distortions caused by that would otherwise result from such net decrease in Partnership Minimum GainRegulatory Allocation, and (ii) allocations pursuant to this Section 3.02(h)(iii) 9.6 shall be deferred with respect to allocations Regulatory Allocations made pursuant to Section 3.02(e) hereof Sections 9.6.2 and 9.6.3 to the extent the Managing General Partner that TRB reasonably determines that such allocations Regulatory Allocations are likely to be offset by subsequent allocations Regulatory Allocations made pursuant to Section 3.02(c). 9.6.1, (iviii) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) 9.7 shall be made with respect to allocations Regulatory Allocations made pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then 9.6.7 only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner that TRB reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) The Managing General Partner 9.6.7 are otherwise inconsistent with the economic agreement among the Members. Except as otherwise provided in this Section 9.7, TRB shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii)this Section 9.7 in such order, and (iv) hereof shall divide allocations made pursuant to this Section 9.7 among the Partners Members in a manner that such manner, as is most likely to minimize such any economic distortionsdistortions that might otherwise be caused by the Regulatory Allocations.

Curative Allocations. The allocations set forth in this Section 4.4(e) (i) The "the “Regulatory Allocations" consist ”) are intended to comply with certain requirements of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(iiRegulations Sections 1.704-1(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof1.704-2. Notwithstanding any other provision of this Agreement, Article IV (other than the Regulatory Allocations), the Basic Regulatory Allocations shall be taken into account in allocating other items of profits, losses, income, gain, loss, gains and deduction deductions among the Partners Members so that, to the extent possible, the net amount of such allocations of other taxable items and the Basic Regulatory Allocations to each Partner Member shall be equal to the net amount that which would have been allocated to each such Partner Member if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing previous sentence, : (i) No allocations of Nonrecourse Deductions shall be made pursuant to this Section 3.02(h)(ii4.4(e) shall only be made with respect to allocations Regulatory Allocations required pursuant to Section 3.02(g(a) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year Company Fiscal Year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and ; (ii) allocations Allocations pursuant to this Section 3.02(h)(iii4.4(e) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof of Nonrecourse Deductions to the extent the Managing General Partner reasonably determines Board of Managers determine that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c).(a) hereof; (iviii) The "No allocations of Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations Deductions shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations made pursuant to this Section 3.02(h)(iv4.4(e) shall be made with respect to allocations pursuant to Section 3.02(fRegulatory Allocations required under (b) relating to a particular Partner Nonrecourse Debt or (d) prior to the Partnership fiscal year Company Fiscal Year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and ; and (iiiv) allocations Allocations pursuant to this Section 3.02(h)(iv4.4(e) shall be deferred with respect to allocations pursuant to Section 3.02(f(d) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner Board of Managers reasonably determines determine that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof(b). (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (i1) The "Regulatory Allocations" consist of the ''"Basic Regulatory Allocations," as defined in Section 3.02(h)(ii3.02(h)(2) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii3.02(h)(3) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv3.02(h)(4) hereof. (ii2) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii3.02(b)(2), (iii3), and (iv4) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii3.02(h)(2) shall only be made with respect to allocations pursuant to Section 3.02(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii3) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii3.02(h)(3) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii3.02(h)(3) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). (iv4) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners in a manner that is likely to minimize such economic distortions.Section

Curative Allocations. The allocations set forth in the provisions of this Appendix 1 (i) The the "Regulatory Allocations" consist ") are intended to comply with certain requirements of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(iiRegulations sections 1.704-l(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof1.704-2. Notwithstanding any other provision of this Agreement, Agreement or Appendix !(other than the Regulatory AllocationsAllocations and the next two following sentences), the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, deduction and deduction credit among the Partners Members and Assignees so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner Member shall be equal to the net amount that would have been allocated to each such Partner Member or Assignee if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing preceding sentence, Regulatory Allocations of Nonrecourse Deductions and Member Nonrecourse Deductions shall be offset by subsequent allocations of items of income and gain pursuant to this Section 3.02(h)(ii) shall provision only be made with respect to allocations pursuant to Section 3.02(g) hereof if(and to the extent extent) that: (1) the Managing General Partner Members reasonably determines determine that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had are not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) under provisions I and 3.02(f) 2 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have (2) there has been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain (in the case of allocations to offset prior Nonrecourse Deductions) or a net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Member Nonrecourse Debt (in the case of allocations to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) prior Member Nonrecourse Deductions). The Managing General Partner Members shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), above and (iv) hereof shall divide the allocations hereunder among the Partners Members and Assignees, in a such manner as will minimize the economic distortions upon the distributions to the Members and Assignees that is likely to minimize such economic distortionsmight otherwise result from the Regulatory Allocations .

Curative Allocations. The allocations set forth in subsections (ia) The "through (f) of Section 5.4 (the “Regulatory Allocations" consist ”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(ii) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereofTreasury Regulations. Notwithstanding any other provision provisions of this Agreement, Article 5 (other than the Regulatory AllocationsAllocations and the next two (2) following sentences), the Basic Regulatory Allocations shall be taken into account in allocating other Income, Losses, and items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other Income, Losses, and other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing preceding sentence, Regulatory Allocations of Nonrecourse Deductions and Partner Nonrecourse Deductions shall be offset by subsequent allocations of items of income and gain pursuant to this Section 3.02(h)(ii) shall 5.5 only be made with respect to allocations pursuant to Section 3.02(g) hereof if (and to the extent extent) that: (a) the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had are not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to under Section 3.02(c5.4(a) or Section 5.4(b). (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among (b) there has been a net decrease in Partnership Minimum Gain (in the Partners so that, case of allocations to the extent possible, the net amount of such allocations of other items and the Partner offset prior Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (iDeductions) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is or a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt (in the case of allocations to the extent the Managing General offset prior Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) Nonrecourse Deductions). The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii)this Section 5.5, and (iv) hereof shall divide the allocations hereunder among the Partners, in such manner as will minimize the economic distortions upon the distributions to the Partners in a manner that is likely to minimize such economic distortionsmight otherwise result from the Regulatory Allocations.

Curative Allocations. (ia) The "“Regulatory Allocations" ” consist of the ''“Basic Regulatory Allocations," ” as defined in Section 3.02(h)(iiSubsection 7.12(b) hereof, ; the "“Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iiiSubsection 7.12(c) hereof, ; and the "“Partner Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iv) hereofSubsection 7.12(d). (iib) The "“Basic Regulatory Allocations" Al locations” consist of (1) allocations pursuant to Section 3.02(b)(ii), the last sentence of Subsection 7.1(b) (iii)ii) hereof, and (ivii) allocations pursuant to Subsections 7.3, 7.8 and 7.11 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each General Partner and Limited Partner shall be equal to the TEXAS WEST OAKS HOSPITAL, L.P. net amount that would have been allocated to each such General Partner and Limited Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(iiSubsection 7.12(b) shall only be made with respect to allocations pursuant to Section 3.02(g) Subsection 7.11 hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iiic) The "“Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Section 3.02(cSubsections 7.4(a) and 3.02(e) 7.9 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of or such allocations of other items and the Nonrecourse Regulatory Allocations to each General Partner and Limited Partner shall be equal to the net amount that would have been allocated to each such General Partner and Limited Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i1) no allocations pursuant to this Section 3.02(h)(iiiSubsection 7.12(c) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iiiSubsection 7.12(c) shall be deferred with respect to allocations pursuant to Section 3.02(e) Subsection 7.9 hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c).Subsection 7.4(a) hereof (ivd) The "“Partner Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Sections 3.02(dSubsections 7.4(b) and 3.02(f) 7.10 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each General Partner and Limited Partner shall be equal to the net amount that would have been allocated to each such General Partner and Limited Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(ivSubsection 7.12(d) shall be made with respect to allocations pursuant to Section 3.02(f) Subsection 7.10 relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(ivSubsection 7.12(d) shall be deferred to with respect to allocations pursuant to Section 3.02(f) Subsection 7.10 hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing this General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(dSubsection 7.4(b) hereof. (ve) The Managing General Partner shall have reasonable discretion discretion, with respect to each Partnership fiscal year, to (i) apply the provisions of Sections 3.02(h)(iiSubsections 7.12(b), (iii)7.12(c) and 7.12(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise TEXAS WEST OAKS HOSPITAL, L.P. result from the Regulatory Allocations, and (ivii) divide all allocations pursuant to Subsections 7.12(b), 7.12(c) and 7.12(d) hereof among the General Partner and the Limited Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. The allocations set forth in Sections 3.4.1 through 3.4.7, inclusive, and 3.6 of this Agreement (i) The "the “Regulatory Allocations" consist ”) are intended to comply with certain requirements of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(ii) hereof, Regulations. It is the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and intent of the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so Members that, to the extent possible, the net amount of such all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items and of the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentenceCompany’s income, allocations gain, loss or deduction pursuant to this Section 3.02(h)(ii) shall only be made with respect to allocations pursuant to Section 3.02(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof3.5. Notwithstanding Therefore, notwithstanding any other provision of this Agreement, Section 3 (other than the Regulatory Allocations), the Nonrecourse Regulatory Allocations Manager shall be taken into account in allocating items make such offsetting special allocations of the Company’s income, gain, loss, and loss or deduction among the Partners 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, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that Capital Account balance such Member would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had were not occurred. For purposes part of applying the foregoing sentence (i) no allocations Agreement and all Company items were allocated pursuant to Sections 3.2, 3.3 and 3.4.8 of this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations Agreement. Losses allocated pursuant to Section 3.02(e) hereof 3.3 of this Agreement shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the extent end of any Allocation Year. In the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 3.02(c3.3, the limitation set forth in this Section 3.6 shall be applied on a Member-by-Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members in accordance with the positive balances in such Member’s Capital Accounts so as to allocate the maximum permissible Losses to each Member under Regulations Section 1.704-1(b)(2)(ii)(d). (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (i) The "Regulatory Allocations" consist of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(ii) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof. Notwithstanding any other provision of this AgreementSection 5.3, other than the Regulatory Required Allocations, the Basic Regulatory Required Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among making the Partners Agreed Allocations so that, to the extent possible, the net amount of such allocations items of other items income, gain, loss and the Basic Regulatory Allocations deduction allocated to each Partner pursuant to the Required Allocations and the Agreed Allocations, together, shall be equal to the net amount of such items that would have been allocated to each such Partner if under the Basic Regulatory Agreed Allocations had the Required Allocations and this Curative Allocation not occurred. For purposes of applying otherwise been provided in this Section 5.3, Notwithstanding the foregoing preceding sentence, allocations Required Allocations relating to (1) Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Partnership Minimum Gain and (2) Partner Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Minimum Gain Attributable to Partner Nonrecourse Debts. Allocations pursuant to this Section 3.02(h)(ii5.3(d)(ix) shall only be made with respect to allocations pursuant to Section 3.02(g) hereof Required Allocations to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereofPartners. Notwithstanding any other provision of this AgreementFurther, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii5.3(d)(ix) shall be deferred with respect to allocations pursuant to Section 3.02(eclauses (1) and (2) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c)Required Allocations. (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (iA) The "Regulatory Allocations" consist of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(ii) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof. Notwithstanding any other provision of this Agreement‎Section 6.1, other than the Regulatory Required Allocations, the Basic Regulatory Required Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among making the Partners Agreed Allocations so that, to the extent possible, the net amount of such allocations items of other items gross income, gain, loss, deduction, Simulated Depletion, Simulated Gain and Simulated Loss allocated to each Member pursuant to the Required Allocations and the Basic Regulatory Allocations to each Partner Agreed Allocations, together, shall be equal to the net amount of such items that would have been allocated to each such Partner if Member under the Basic Regulatory Agreed Allocations had the Required Allocations and the related Curative Allocation not occurredotherwise been provided in this ‎Section 6.1 and Simulated Depletion and Simulated Loss had been included in the definition of Net Income and Net Loss. For purposes of applying In exercising its discretion under this ‎Section 6.1(c)(x)(A), the foregoing sentenceManaging Member may take into account future Required Allocations that, allocations although not yet made, are likely to offset other Required Allocations previously made. Allocations pursuant to this Section 3.02(h)(ii‎Section 6.1(c)(x)(A) shall only be made with respect to allocations pursuant to Section 3.02(g) hereof Required Allocations to the extent the Managing General Partner reasonably Member determines that such allocations will shall otherwise be inconsistent with the economic agreement among the parties to this AgreementMembers. (iiiB) The "Nonrecourse Regulatory Managing Member shall, with respect to each taxable period, (1) apply the provisions of ‎Section 6.1(c)(x)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations" consist of , and (2) divide all allocations pursuant to Section 3.02(c‎Section 6.1(c)(x)(A) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners Members in a manner that is likely to minimize such economic distortions.

Curative Allocations. The allocations set forth in Sections 7.1(c)(i) through 7.1(c)(vi) (i) The the "Regulatory Allocations" consist ") are intended to comply with certain requirements of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(iiRegulations Sections 1.704-1(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii1.704-2(b), (iii), and (iv) hereof. Notwithstanding any other provision provisions of this Agreement, Section 7.1(c) (other than the Regulatory Allocations), the Basic Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss, and deduction among the Partners Members so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner Member shall be equal to the net amount that would have been allocated to each such Partner Member if the Basic Regulatory Allocations had not occurred. For purposes Change in Regulations. If the Regulations incorporating the Regulatory Allocations are hereafter changed or if new Regulations are hereafter adopted, and such changed or new Regulations, in the opinion of applying independent tax counsel for the foregoing sentenceCompany, allocations make it necessary to revise the Regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this Article VII would not be respected for federal income tax purposes, the Board of Directors shall make such reasonable amendments to this Agreement as, in the opinion of such counsel, are necessary or desirable, taking into account the interests of the Members as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially changing the amounts allocable and distributable to any Member, pursuant to this Agreement. Non-Recourse Liabilities. "Excess non-recourse liabilities" of the Company within the meaning of Regulations Section 3.02(h)(ii) shall only be made with respect to allocations pursuant to Section 3.02(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii1.752-3(a)(3) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c)allocated pro rata. (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. The allocations set forth in subsections (ia) The "through (g) of Section 7.2 (the “Regulatory Allocations" consist ”) are intended to comply with certain requirements of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(iiRegulations Sections 1.704-1(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof1.704-2. Notwithstanding any other provision provisions of this Agreement, Section (other than the Regulatory AllocationsAllocations and the next two following sentences), the Basic Regulatory Allocations shall be taken into account in allocating other Profits, Losses, and items of income, gain, loss, and deduction among the Partners Members so that, to the extent possible, the net amount of such allocations of other Profits, Losses, and other items and the Basic Regulatory Allocations to each Partner Member shall be equal to the net amount that would have been allocated to each such Partner Member if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing preceding sentence, Regulatory Allocations of Nonrecourse Deductions and Member Nonrecourse Deductions shall be offset by subsequent allocations pursuant to of items of income and gain under this Section 3.02(h)(ii) shall 7.3 only be made with respect to allocations pursuant to Section 3.02(g) hereof if and to the extent that the Managing General Partner Manager reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had are not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to under Section 3.02(c7.2(a) or Section 7.2(b). (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have there has been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Company Minimum Gain (in the case of allocations to offset prior Nonrecourse Deductions) or a net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Member Nonrecourse Debt (in the case of allocations to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) prior Member Nonrecourse Deductions). The Managing General Partner Manager shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), this Section 7.3 and (iv) hereof shall divide the allocations hereunder among the Partners Members in a such manner that is likely as to minimize such the economic distortionsdistortions upon the distributions to the Members that might otherwise result from the Regulatory Allocations.

Curative Allocations. (i1.) The "Regulatory Allocations" consist of the ''"Basic Regulatory Allocations," as defined in Section 3.02(h)(ii) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii2.) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii) shall only be made with respect to allocations pursuant to Section 3.02(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii3.) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). (iv4.) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. , For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v5.) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. The allocations set forth in Section 7.2(a) through (ij) The "(the “Regulatory Allocations" consist ”) are intended to comply with certain requirements of Treasury Regulations Sections 1.704-1(b) and § 1.704-2. The Regulatory Allocations may not be consistent with the ''Basic Regulatory Allocations," as defined manner in Section 3.02(h)(ii) hereofwhich the Members intend to divide Company distributions. Accordingly, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereofManaging Member is authorized to further allocate Net Profits, Net Losses, and other items among the "Partner Nonrecourse Members so as to prevent the Regulatory Allocations," as defined Allocations from distorting the manner in Section 3.02(h)(ivwhich Company distributions would be divided among the Members under Sections 7.4 and 12.3(a)(ii) hereof. (ii) The "Basic Regulatory Allocations" consist but for application of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations. In general, the Basic Regulatory Allocations shall reallocation will be taken into account in accomplished by specially allocating other Net Profits, Net Losses and items of income, gain, loss, loss and deduction among the Partners so thatdeduction, to the extent possiblethey exist, among the Members so that the net amount of the Regulatory Allocations and the special allocations to each Member is zero. The Managing Member will have discretion to accomplish this result in any reasonable manner that is consistent with Code Section 704 and the related Treasury Regulations. Tax Allocations; Other Allocation Rates and Member Acknowledgement. Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Section 704(c) of the Code so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Gross Asset Value. If the Gross Asset Value of any Company asset is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f), subsequent allocations of other items of taxable income, gain, loss and deduction with respect to such asset shall take account of any variation between the Basic Regulatory Allocations to each Partner shall be equal to adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the net amount that would have been allocated to each such Partner if same manner as under Section 704(c) of the Basic Regulatory Allocations had not occurredCode. For purposes of applying this Section 7.3(a), the foregoing sentenceCompany shall elect the remedial method (within the meaning of Treasury Regulation Section 1.704-3(d)) or any such other reasonable method selected by the Managing Member in its discretion. Provided, allocations however, with respect to any property contributed or deemed contributed to the Company by X Member, the Company shall elect to use the “traditional method.” Allocations pursuant to this Section 3.02(h)(ii7.3(a) are solely for purposes of federal, state and local taxes and shall only be made with respect to allocations pursuant to Section 3.02(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding not affect, or in any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall way be taken into account in allocating computing, any Member’s Capital Account or share of profits, losses, distributions or other Company items pursuant to any provision of this Agreement. The following rules will apply to the calculation and allocation of Net Profits, Net Losses and other items: For purposes of determining the Net Profits, Net Losses or any other item allocable to any period, Net Profits, Net Losses and other items will be determined on a daily, monthly or other basis, as determined by the Managing Member using any permissible method under Code Section 706 and the related Treasury Regulations. Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, credit and deduction other allocations not provided for in this Agreement will be divided among the Partners so that, to Members in the extent possible, the net amount of such allocations of other items same proportions as they share Net Profits and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurredNet Losses. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely The Members agree to be offset bound by subsequent allocations pursuant to Section 3.02(c). (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii)Section 7.1, (iii)Section 7.2, this Section 7.3 and (ivSection 12.3(b) hereof among the Partners in a manner that is likely to minimize such economic distortionsreporting their shares of Company income and loss for income tax purposes.

Curative Allocations. (ia) The "Regulatory Allocations" consist of the ''"Basic Regulatory Allocations," as defined in Section 3.02(h)(ii4(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii4(c) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv4(d) hereof. (iib) The "Basic Regulatory Allocations" consist of (i) allocations pursuant to the last sentence of Section 3.02(b)(ii), (iii)2(b) hereof, and (ivii) allocations pursuant to Sections 3(c), 3(d) and 3(g) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii4(b) shall only be made with respect to allocations pursuant to Section 3.02(g3(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent consistent with the economic agreement among the parties to this Agreement. (iiic) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(cSections 3(a) and 3.02(e3(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence sentence, (i) no allocations pursuant to this Section 3.02(h)(iii4(c) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gaindecrease, and (ii) allocations pursuant to this Section 3.02(h)(iii4(c) shall be deferred with respect to allocations pursuant to Section 3.02(e3(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c)3(a) hereof. (ivd) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d3(b) and 3.02(f3(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence sentence, (i) no allocations pursuant to this Section 3.02(h)(iv4(d) shall be made with respect to allocations pursuant to Section 3.02(f3(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gaindecrease, and (ii) allocations pursuant to this Section 3.02(h)(iv4(d) shall be deferred with respect to allocations pursuant to Section 3.02(f3(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d3(b) hereof. (ve) The Managing General Partner shall have reasonable discretion discretion, with respect to each Partnership fiscal year, to (i) apply the provisions of Sections 3.02(h)(ii4(b), (iii)4(c) and 4(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations, and (ivii) divide all allocations pursuant to Sections 4(b), 4(c) and 4(d) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (ia) The "“Regulatory Allocations" ” consist of the ''“Basic Regulatory Allocations," ” as defined in Section 3.02(h)(iiSubsection 7.12(b) hereof, ; the "“Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iiiSubsection 7.12(c) hereof, ; and the "“Partner Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iv) hereofSubsection 7.12(d). (iib) The "“Basic Regulatory Allocations" ” consist of (1) allocations pursuant to Section 3.02(b)(ii), the last sentence of Subsection 7.1(b) (iii)ii) hereof, and (ivii) allocations pursuant to Subsections 7.3, 7.8 and 7.11 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each General Partner and Limited Partner shall be equal to the TEXAS XXXXXX XXXXX HOSPITAL, L.P. net amount that would have been allocated to each such General Partner and Limited Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(iiSubsection 7.12(b) shall only be made with respect to allocations pursuant to Section 3.02(g) Subsection 7.11 hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iiic) The "“Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Section 3.02(cSubsections 7.4(a) and 3.02(e) 7.9 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of or such allocations of other items and the Nonrecourse Regulatory Allocations to each General Partner and Limited Partner shall be equal to the net amount that would have been allocated to each such General Partner and Limited Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i1) no allocations pursuant to this Section 3.02(h)(iiiSubsection 7.12(c) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iiiSubsection 7.12(c) shall be deferred with respect to allocations pursuant to Section 3.02(e) Subsection 7.9 hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c).Subsection 7.4(a) hereof (ivd) The "“Partner Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Sections 3.02(dSubsections 7.4(b) and 3.02(f) 7.10 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each General Partner and Limited Partner shall be equal to the net amount that would have been allocated to each such General Partner and Limited Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(ivSubsection 7.12(d) shall be made with respect to allocations pursuant to Section 3.02(f) Subsection 7.10 relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(ivSubsection 7.12(d) shall be deferred to with respect to allocations pursuant to Section 3.02(f) Subsection 7.10 hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing this General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(dSubsection 7.4(b) hereof. (ve) The Managing General Partner shall have reasonable discretion discretion, with respect to each Partnership fiscal year, to (i) apply the provisions of Sections 3.02(h)(iiSubsections 7.12(b), (iii)7.12(c) and 7.12(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise TEXAS XXXXXX XXXXX HOSPITAL, L.P. result from the Regulatory Allocations, and (ivii) divide all allocations pursuant to Subsections 7.12(b), 7.12(c) and 7.12(d) hereof among the General Partner and the Limited Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. The allocations set forth in Section 5.2 (i) The the "Regulatory Allocations" consist ") are intended to comply with certain requirements of Section 1.704-1(b) and -2 of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(ii) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereofRegulations. Notwithstanding any other provision provisions of this Agreement, Article V (other than the Regulatory Allocations), the Basic Regulatory Allocations shall be taken into account in allocating other Net Profits, Net Losses, and items of income, gain, loss, deduction and deduction Code Section 705(a)(2)(B) expenditures among the Partners so that, to the extent possible, the net amount of such allocations of other Net Profits, Net Losses, and other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii: (a) Nonrecourse Deductions shall only be made with respect to allocations pursuant to Section 3.02(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall not be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year Taxable Year during which there is a net decrease in Partnership Company Minimum Gain, and then only to the extent the Managing General Partner determines that it is necessary to avoid any potential economic distortions caused by such net decrease in Partnership Company Minimum Gain; (b) Partner Nonrecourse Deductions shall not be taken into account prior to the Taxable Year during which there is a net decrease in Partner Minimum Gain, and then only to the extent the Managing General Partner determines that it is necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain; (iic) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof 5.2.3 to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). 5.2.1; (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (iid) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt 5.2.4 to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d5.2.2; and (e) hereof. (v) The allocations pursuant to this Section shall only be made with respect to allocations pursuant to Section 5.2.5 to the extent the Managing General Partner shall have reasonable discretion reasonably determines that such allocations will otherwise be inconsistent with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof economic arrangement among the Partners in a manner that is likely parties to minimize such economic distortionsthe Agreement.

Curative Allocations. (ia) The "“Regulatory Allocations" ” consist of the ''“Basic Regulatory Allocations," ” as defined in Section 3.02(h)(iiSubsection 7.12(b) hereof, ; the "“Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iiiSubsection 7.12(c) hereof, ; and the "“Partner Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iv) hereofSubsection 7.12(d). (iib) The "“Basic Regulatory Allocations" Al locations” consist of (1) allocations pursuant to Section 3.02(b)(ii), the last sentence of Subsection 7.1(b) (iii)ii) hereof, and (ivii) allocations pursuant to Subsections 7.3, 7.8 and 7.11 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each General Partner and Limited Partner shall be equal to the SHC-KPH, LP net amount that would have been allocated to each such General Partner and Limited Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(iiSubsection 7.12(b) shall only be made with respect to allocations pursuant to Section 3.02(g) Subsection 7.11 hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iiic) The "“Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Section 3.02(cSubsections 7.4(a) and 3.02(e) 7.9 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of or such allocations of other items and the Nonrecourse Regulatory Allocations to each General Partner and Limited Partner shall be equal to the net amount that would have been allocated to each such General Partner and Limited Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i1) no allocations pursuant to this Section 3.02(h)(iiiSubsection 7.12(c) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iiiSubsection 7.12(c) shall be deferred with respect to allocations pursuant to Section 3.02(e) Subsection 7.9 hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c).Subsection 7.4(a) hereof (ivd) The "“Partner Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Sections 3.02(dSubsections 7.4(b) and 3.02(f) 7.10 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each General Partner and Limited Partner shall be equal to the net amount that would have been allocated to each such General Partner and Limited Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(ivSubsection 7.12(d) shall be made with respect to allocations pursuant to Section 3.02(f) Subsection 7.10 relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(ivSubsection 7.12(d) shall be deferred to with respect to allocations pursuant to Section 3.02(f) Subsection 7.10 hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing this General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(dSubsection 7.4(b) hereof. (ve) The Managing General Partner shall have reasonable discretion discretion, with respect to each Partnership fiscal year, to (i) apply the provisions of Sections 3.02(h)(iiSubsections 7.12(b), (iii)7.12(c) and 7.12(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise SHC-KPH, LP result from the Regulatory Allocations, and (ivii) divide all allocations pursuant to Subsections 7.12(b), 7.12(c) and 7.12(d) hereof among the General Partner and the Limited Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (ia) The "Regulatory Allocations" consist of the ''"Basic Regulatory Allocations," as defined in Section 3.02(h)(ii1.6(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii1.6(c) hereof, and the "Partner Nonrecourse Regulatory Allocations," ", as defined in Section 3.02(h)(iv1.6(d) hereof. (iib) The "Basic Regulatory Allocations" consist of (i) allocations pursuant to the last sentence of Section 3.02(b)(ii1.4 and (ii) allocations pursuant to Sections 1.5(c), (iii1.5(d), and (iv1.5(g) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the General Partner and Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to the General Partner and each Limited Partner shall be equal to the net amount that would have been allocated to the General Partner and each such Limited Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii1.6(b) shall only be made with respect to allocations pursuant to Section 3.02(g1.5(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iiic) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(cSections 1.5(a) and 3.02(e1.5(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the General Partner and Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to the General Partner and each Limited Partner shall be equal to the net amount that would have been allocated to the General Partner and each such Limited Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii1.6(c) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii1.6(c) shall be deferred with respect to allocations pursuant to Section 3.02(e1.5(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c)1.5(a) hereof. (ivd) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d1.5(b) and 3.02(f1.5(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to the General Partner and each Limited Partner shall be equal to the net amount that would have been allocated to the General Partner and each such Limited Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv1.6(d) shall be made with respect to allocations pursuant to Section 3.02(f1.5(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Nonrecourse Debt Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv1.6(d) shall be deferred with respect to allocations pursuant to Section 3.02(f1.5(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d1.5(b) hereof. (ve) The Managing General Partner shall have reasonable discretion discretion, with respect to each Partnership fiscal year, to (i) apply the provisions of Sections 3.02(h)(ii1.6(b), (iii1.6(c), and 1.6(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations, and (ivii) divide all allocations pursuant to Sections 1.6(b), 1.6(c), and 1.6(d) hereof among the General Partners and Limited Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (i) The "Regulatory Allocations" consist of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(ii) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof. Notwithstanding any other provision of this AgreementSection 5.2, other than the Regulatory Required Allocations, the Basic Regulatory Required Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among making the Partners Agreed Allocations so that, to the extent possible, the net amount of such allocations items of other items income, gain, loss and deduction allocated to each Member pursuant to the Required Allocations and the Basic Regulatory Allocations to each Partner Agreed Allocations, together, shall be equal to the net amount of such items that would have been allocated to each such Partner if Member under the Basic Regulatory Agreed Allocations had the Required Allocations and any related Curative Allocation not occurredotherwise been provided in this Section 5.2. For purposes of applying Notwithstanding the foregoing preceding sentence, allocations Required Allocations relating to (A) Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Company Minimum Gain and (B) Member Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Member Nonrecourse Debt Minimum Gain. Allocations pursuant to this Section 3.02(h)(ii5.2(d)(ix) shall only be made with respect to allocations pursuant to Section 3.02(g) hereof Required Allocations to the extent the Managing General Partner Board reasonably determines that such allocations Required Allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereofMembers. Notwithstanding any other provision of this AgreementFurther, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii5.2(d)(ix) shall be deferred with respect to allocations pursuant to Section 3.02(eclauses (A) and (B) hereof to the extent the Managing General Partner Board reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c)Required Allocations. (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (ia) The "Regulatory Allocations" consist of the ''"Basic Regulatory Allocations," as defined in Section 3.02(h)(iiSECTION 4.4(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iiiSECTION 4.4(c) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(ivSECTION 4.4(D) hereof. (iib) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(iiSECTIONS 4.3(e), (iii4.3(f), 4.3(g) and (iv4.3(h) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations and such other items to each Partner shall be equal to the net amount that would have been allocated to each such Partner as if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(iiSECTION 4.4(b) shall only be made with respect to allocations pursuant to Section 3.02(gSECTION 4.3(h) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iiic) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(eSECTIONS 4.3(a) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations and such other items to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) sentence, no allocations pursuant to this Section 3.02(h)(iiiSECTION 4.4(c) shall be made prior to the Partnership fiscal taxable year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). (ivd) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(dSECTIONS 4.3(c) and 3.02(fAND 4.3(d) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations and such other items to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(ivSECTION 4.4(d) shall be made with respect to allocations pursuant to Section 3.02(fSECTION 4.3(c) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal taxable year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(ivSECTION 4.4(d) shall be deferred with respect to allocations pursuant to Section 3.02(fSECTION 4.3(d) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(dSECTION 4.3(c) hereof. (ve) The Managing General Partner shall have reasonable discretion may, with respect to each Partnership fiscal taxable year, to (i) apply the provisions of Sections 3.02(h)(iiSECTIONS 4.4(b), 4.4(c) and 4.4(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations and (iiiii) divide all allocations pursuant to SECTIONS 4.4(b), 4.4(c) and (iv4.4(d) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (i) 1.3.1 The "“Regulatory Allocations" ” consist of the ''“Basic Regulatory Allocations," ” as defined in Section 3.02(h)(ii) hereof1.3.2 of this Exhibit, the "“Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iii) hereof1.3.3 of this Exhibit, and the "“Partner Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iv) hereof1.3.4 of this Exhibit. (ii) 1.3.2 The "“Basic Regulatory Allocations" ” consist of allocations pursuant to Section 3.02(b)(ii)Sections 1.2.3, (iii)1.2.4, and (iv) hereof1.2.7 of this Exhibit. Notwithstanding any other provision of this AgreementExhibit, other than the Regulatory Allocations, the Basic Regulatory Allocations allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of such other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii) 1.3.2 shall only be made only with respect to allocations pursuant to Section 3.02(g) 1.2.7 hereof to the extent the Managing General Partner Partners reasonably determines determine that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) 1.3.3 The "“Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Section 3.02(c) Sections 1.2.1 and 3.02(e) hereof1.2.5 of this Exhibit. Notwithstanding any other provision of this AgreementExhibit, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other such items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) 1.3.3 shall be made prior to the Partnership fiscal taxable year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions distortion caused by such net decrease in Partnership Minimum Gaingain, and (ii) allocations pursuant to this Section 3.02(h)(iii) 1.3.3 shall be deferred with respect to allocations pursuant to Section 3.02(e) 1.2.5 hereof to the extent the Managing General Partner Partners reasonably determines determine that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c)1.2.1 hereof. (iv) 1.3.4 The "Partner “Partnership Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Sections 3.02(d) 1.2.2 and 3.02(f) hereof1.2.6 of this Exhibit. Notwithstanding any other provision of this AgreementExhibit, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other such items and the Partner Nonrecourse Regulatory Allocations to each Partner Partners shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) 1.3.4 shall be made with respect to allocations pursuant to Section 3.02(f) 1.2.6 relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal taxable year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) 1.3.4 shall be deferred with respect to allocations pursuant to Section 3.02(f) 1.2.6 hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner Partners reasonably determines determine that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) 1.2.2 hereof. (v) 1.3.5 The Managing General Partner Partners shall have reasonable discretion discretion, with respect to each Partnership fiscal taxable year, to (i) apply the provisions of Sections 3.02(h)(ii)Section 1.3.2, (iii)1.3.3, and 1.3.4 of this Exhibit in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations, and (ivii) hereof divide all allocations pursuant to Sections 1.3.2, 1.3.3, and 1.3.4 of this Exhibit among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. The allocations set forth in subsections (ia) The through (g) of Section A.2 hereof ("Regulatory Allocations" consist ") are intended to comply with certain requirements of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(iiRegulations Sections 1.704-1(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof1.704-2. Notwithstanding any other provision provisions of this Agreement, Appendix A (other than the Regulatory AllocationsAllocations and the next two following sentences), the Basic Regulatory Allocations shall be taken into account in allocating other Profits, Losses and items of income, gain, loss, loss and deduction among the Partners Members so that, to the extent possible, the net amount of such allocations of other Profits, Losses and other items and the Basic Regulatory Allocations to each Partner Member shall be equal to the net amount that would have been allocated to each such Partner Member if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing preceding sentence, Regulatory Allocations of Nonrecourse Deductions and Member Nonrecourse Deductions shall be offset by subsequent allocations of items of income and gain pursuant to this Section 3.02(h)(ii) shall A.3 only be made with respect to allocations pursuant to Section 3.02(g) hereof if and to the extent that: (a) the Managing General Partner Manager reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had are not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to under Section 3.02(c). (ivA.2(a) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(for Section A.2(b) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have (b) there has been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Company Minimum Gain (in the case of allocations to offset prior Nonrecourse Deductions) or a net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Member Nonrecourse Debt (in the case of allocations to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) prior Member Nonrecourse Deductions). The Managing General Partner Manager shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii)this Section A.3, and (iv) hereof shall divide the allocations hereunder among the Partners Members, in a such manner as will minimize the economic distortions upon the distributions to the Members that is likely to minimize such economic distortionsmight otherwise result from the Regulatory Allocations.

Curative Allocations. (ia) The "“Regulatory Allocations" ” consist of the ''“Basic Regulatory Allocations," ” as defined in Section 3.02(h)(ii5.3(b) hereof, the "“Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iii5.3(c) hereof, and the "Partner “Member Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iv5.3(d) hereof. (iib) The "“Basic Regulatory Allocations" ” consist of (i) allocations pursuant to the last sentence of Section 3.02(b)(ii5.1(b)(ii) hereof, and (ii) allocations pursuant to Sections 5.2(c), (iii5.2(d), and (iv5.2(g) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the Partners Members so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner Member shall be equal to the net amount that would have been allocated to each such Partner Member if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii5.3(b) shall only be made with respect to allocations pursuant to Section 3.02(g5.2(g) hereof to the extent the Managing General Partner Board of Managers reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iiic) The "“Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Section 3.02(cSections 5.2(a) and 3.02(e5.2(e) hereof. hereof Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners Members so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner Member shall be equal to the net amount that would have been allocated to each Partner such Member if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii5.3(c) shall be made prior to the Partnership Company fiscal year during which there is a net decrease in Partnership Company Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Company Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii5.3(c) shall be deferred with respect to allocations pursuant to Section 3.02(e5.2(e) hereof to the extent the Managing General Partner Board of Managers reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c)5.2(a) hereof. (ivd) The "Partner “Member Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Sections 3.02(d5.2(b) and 3.02(f5.2(f) hereof. hereof Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Member Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners Members so that, to the extent possible, the net amount of such allocations of other items and the Partner Member Nonrecourse Regulatory Allocations to each Partner Member shall be equal to the net amount that would have been allocated to each such Partner Member if the Partner Member Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv5.3(d) shall be made with respect to allocations pursuant to Section 3.02(f5.2(f) relating to a particular Partner Member Nonrecourse Debt prior to the Partnership Company fiscal year during which there is a net decrease in Partner Company Minimum Gain attributable to such Partner Member Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Member Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv5.3(d) shall be deferred with respect to allocations pursuant to Section 3.02(f5.2(f) hereof relating to a particular Partner Member Nonrecourse Debt to the extent the Managing General Partner Board of Managers reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d5.2(b) hereof. (ve) The Managing General Partner Board of Managers shall have reasonable discretion discretion, with respect to each Partnership Company fiscal year, to (i) apply the provisions of Sections 3.02(h)(ii5.3(b), (iii5.3(c), and 5.3(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations, and (ivii) divide all allocations pursuant to Sections 5.3(b), 5.3(c), and 5.3(d) hereof among the Partners Members in a manner that is likely to minimize such economic distortions. (f) Any income, gain, loss, or deduction realized as a direct or indirect result of the issuance of a Company interest by the Company to a Member (the “Issuance Items”) shall be allocated among the Members so that, to the extent possible, the net amount of such Issuance Items, together with all other allocations under this agreement to each Member, shall be equal to the net amount that would have been allocated to each such Member if the Issuance Items had not been realized.

Curative Allocations. (ia) The "Regulatory Allocations" consist of the ''"Basic Regulatory Allocations," as defined in Section 3.02(h)(ii6.5(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii6.5(c) hereof, and the "Partner Member Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv6.5(d) hereof. (iib) The "Basic Regulatory Allocations" consist of (i) allocations pursuant to the last sentence of Section 3.02(b)(ii6.3(b) (ii) hereof, and (ii) allocations pursuant to Sections 6.4(c), (iii6.4(d), and (iv6.4(g) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the Partners Members so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner Member shall be equal to the net amount that would have been allocated to each such Partner Member if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii6.5(b) shall only be made with respect to allocations pursuant to Section 3.02(g6.4(g) hereof to the extent the Managing General Partner Managers reasonably determines determine that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. . (iiic) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(cSections 6.4(a) and 3.02(e6.4(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners Members so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner Member shall be equal to the net amount that would have been allocated to each Partner such Member if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii6.5(c) shall be made prior to the Partnership Fund fiscal year during which there is a net decrease in Partnership Fund Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Fund Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii6.5(c) shall be deferred with respect to allocations pursuant to Section 3.02(e6.4(e) hereof to the extent the Managing General Partner Managers reasonably determines determine that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d6.4(a) hereof. (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (ia) The "Regulatory Allocations" consist of the ''"Basic Regulatory Allocations," as defined in Section 3.02(h)(ii4.4(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii4.4(c) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv4.4(d) hereof. (iib) The "Basic Regulatory Allocations" consist of (1) allocations pursuant to the last sentence of Section 4.2(b) hereof, and (2) allocations pursuant to Section 3.02(b)(ii4.3(c), (iiiSection 4.3(d), and (ivSection 4.3(g) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among between the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurredbeen made. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii4.4(b) shall only be made with respect to allocations pursuant to Section 3.02(g4.3(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will would otherwise be inconsistent with the economic agreement among between the parties to this AgreementPartners. (iiic) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c4.3(a) and 3.02(eSection 4.3(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among between the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurredbeen made. For purposes of applying the foregoing sentence (i1) no allocations pursuant to this Section 3.02(h)(iii4.4(c) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners in a manner that is likely to minimize such economic distortions.prior

Curative Allocations. (i) The "Regulatory Allocations" consist of the ''"Basic Regulatory Allocations," as defined in Section 3.02(h)(ii) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii) shall only be made with respect to allocations pursuant to Section 3.02(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (i) The "“Regulatory Allocations" ” consist of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(iiallocations to a Member (or its predecessor) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iiiunder Sections 3.01(c)(i) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. – (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (ivvi) hereof. Notwithstanding any other provision provisions of this Agreement, Article III (other than the Regulatory Allocations), the Basic Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss, loss and deduction among the Partners Members so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner Member shall be equal to the net amount that would have been allocated to each such Partner Member if the Basic Regulatory Allocations had not occurred. For purposes The Board shall have reasonable discretion, with respect to each Fiscal Period, to (1) apply the provisions of applying this Section 3.01(d) in whatever order is likely to minimize the foregoing sentenceeconomic distortions that might otherwise result from the Regulatory Allocations, and (2) divide all allocations pursuant to this Section 3.02(h)(ii3.01(d) shall only be made with respect to allocations pursuant to Section 3.02(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners Members in a manner that is likely to minimize such economic distortions. Tax Allocations; Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value. In the event the Book Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Book Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for Federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Board in any manner that reasonably reflects the intent of this Agreement. Allocations pursuant to this Section 3.01(e) are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any person’s Capital Account or share of Net Income, Net Losses, other items, or distributions pursuant to any provision of this Agreement.

Curative Allocations. (ia) The "“Regulatory Allocations" ” consist of the ''“Basic Regulatory Allocations," ” as defined in Section 3.02(h)(iiSubsection 7.12(b) hereof, ; the "“Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iiiSubsection 7.12(c) hereof, ; and the "“Partner Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iv) hereofSubsection 7.12(d). (iib) The "“Basic Regulatory Allocations" Al locations” consist of (1) allocations pursuant to Section 3.02(b)(ii), the last sentence of Subsection 7.1(b) (iii)ii) hereof, and (ivii) allocations pursuant to Subsections 7.3, 7.8 and 7.11 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each General Partner and Limited Partner shall be equal to the TEXAS CYPRESS CREEK HOSPITAL, L.P. net amount that would have been allocated to each such General Partner and Limited Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(iiSubsection 7.12(b) shall only be made with respect to allocations pursuant to Section 3.02(g) Subsection 7.11 hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iiic) The "“Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Section 3.02(cSubsections 7.4(a) and 3.02(e) 7.9 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of or such allocations of other items and the Nonrecourse Regulatory Allocations to each General Partner and Limited Partner shall be equal to the net amount that would have been allocated to each such General Partner and Limited Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i1) no allocations pursuant to this Section 3.02(h)(iiiSubsection 7.12(c) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iiiSubsection 7.12(c) shall be deferred with respect to allocations pursuant to Section 3.02(e) Subsection 7.9 hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c).Subsection 7.4(a) hereof (ivd) The "“Partner Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Sections 3.02(dSubsections 7.4(b) and 3.02(f) 7.10 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each General Partner and Limited Partner shall be equal to the net amount that would have been allocated to each such General Partner and Limited Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(ivSubsection 7.12(d) shall be made with respect to allocations pursuant to Section 3.02(f) Subsection 7.10 relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(ivSubsection 7.12(d) shall be deferred to with respect to allocations pursuant to Section 3.02(f) Subsection 7.10 hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing this General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(dSubsection 7.4(b) hereof. (ve) The Managing General Partner shall have reasonable discretion discretion, with respect to each Partnership fiscal year, to (i) apply the provisions of Sections 3.02(h)(iiSubsections 7.12(b), (iii)7.12(c) and 7.12(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise TEXAS CYPRESS CREEK HOSPITAL, L.P. result from the Regulatory Allocations, and (ivii) divide all allocations pursuant to Subsections 7.12(b), 7.12(c) and 7.12(d) hereof among the General Partner and the Limited Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (i) a. The "Regulatory Allocations" consist of the ''"Basic Regulatory Allocations," as defined in Section 3.02(h)(ii4.04(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii4.04(c) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv4.04(d) hereof. (ii) b. The "Basic Regulatory Allocations" consist of (i) allocations pursuant to Section 3.02(b)(ii4.02(b)(ii) hereof, and (ii) allocations pursuant to Sections 4.03(c), (iii4.03(d), and (iv4.03(g) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partners, Limited Partners and assignees or transferees of a partnership interest so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each General Partner, Limited Partner and assignee or transferee of a partnership interest shall be equal to the net amount that would have been allocated to each such General Partner, Limited Partner and assignee or transferee of a partnership interest if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii4.04(b) shall only be made with respect to allocations pursuant to Section 3.02(g4.03(g) hereof to the extent the Managing General Partner or General Partners reasonably determines determine that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) c. The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(cSections 4.03(a) and 3.02(e4.03(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partners, Limited Partners and assignees or transferees of a partnership interest so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Genera] Partner, Limited Partner and assignee or transferee of a partnership interest shall be equal to the net amount that would have been allocated to each such General Partner, Limited Partner and assignee or transferee of a partnership interest if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii4.04(c) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii4.04(c) shall be deferred with respect to allocations pursuant to Section 3.02(e4.03(e) hereof to the extent the Managing General Partner or General Partners reasonably determines determine that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c)4.03(a) hereof. (iv) d. The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d4.03(b) and 3.02(f4.03(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partners, Limited Partners and assignees or transferees of a partnership interest so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each General Partner, Limited Partner and assignee or transferee of a partnership interest shall be equal to the net amount that would have been allocated to each such General Partner, Limited Partner and assignee or transferee of a partnership interest if the Partner Nonrecourse Regulatory Allocations Allocation had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv4.04(d) shall be made with respect to allocations pursuant to Section 3.02(f4.03(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv4.04(d) shall be deferred with respect to allocations pursuant to Section 3.02(f4.03(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner or General Partners reasonably determines determine that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d4.03(b) hereof. (v) e. The Managing General Partner or General Partners shall have reasonable discretion discretion, with respect to each Partnership fiscal year, to (i) apply the provisions of Sections 3.02(h)(ii4.04(b), (iii)4.04(c) and 4.04(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations, and (ivii) divide all allocations pursuant to Section 4.04(b), 4.04(c) and 4.04(d) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. The allocations set forth in subsections (ia) The through (h) of Section A.2 hereof ("Regulatory Allocations" consist ") are intended to comply with certain requirements of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(iiRegulations Sections 1.704-1(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof1.704-2. Notwithstanding any other provision provisions of this Agreement, Appendix A (other than the Regulatory AllocationsAllocations and the next two (2) following sentences), the Basic Regulatory Allocations shall be taken into account in allocating other Profits, Losses and items of income, gain, loss, loss and deduction among the Partners Members so that, to the extent possible, the net amount of such allocations of other Profits, Losses and other items and the Basic Regulatory Allocations to each Partner Member shall be equal to the net amount that would have been allocated to each such Partner Member if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing preceding sentence, Regulatory Allocations of Nonrecourse Deductions and Member Nonrecourse Deductions shall be offset by subsequent allocations of items of income and gain pursuant to this Section 3.02(h)(ii) shall A.3 only be made with respect to allocations pursuant to Section 3.02(g) hereof if (and to the extent extent) that: (a) the Managing General Partner Manager reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had are not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to under Section 3.02(c). (ivA.2(a) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(for Section A.2(b) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have (b) there has been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Company Minimum Gain (in the case of allocations to offset prior Nonrecourse Deductions) or a net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Member Nonrecourse Debt (in the case of allocations to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) prior Member Nonrecourse Deductions). The Managing General Partner Manager shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii)this Section A.3, and (iv) hereof shall divide the allocations hereunder among the Partners Members, in a such manner as will minimize the economic distortions upon the distributions to the Members that is likely to minimize such economic distortionsmight otherwise result from the Regulatory Allocations.

Curative Allocations. (ia) The "“Regulatory Allocations" ” consist of the ''“Basic Regulatory Allocations," ” as defined in Section 3.02(h)(ii4.4(b) hereof, the "“Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iii4.4(c) hereof, and the "“Partner Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iv4.4(d) hereof. (iib) The "“Basic Regulatory Allocations" ” consist of allocations pursuant to Section 3.02(b)(iiSections 4.3(e), (iii4.3(f), 4.3(g) and (iv4.3(h) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations and such other items to each Partner shall be equal to the net amount that would have been allocated to each such Partner as if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii4.4(b) shall only be made with respect to allocations pursuant to Section 3.02(g4.3(h) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iiic) The "“Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Section 3.02(c) and 3.02(eSections 4.3(a) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations and such other items to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) sentence, no allocations pursuant to this Section 3.02(h)(iii4.4(c) shall be made prior to the Partnership fiscal taxable year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). (ivd) The "“Partner Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Sections 3.02(d4.3(c) and 3.02(f4.3(d) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations and such other items to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv4.4(d) shall be made with respect to allocations pursuant to Section 3.02(f4.3(c) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal taxable year during which there there. is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv4.4(d) shall be deferred with respect to allocations pursuant to Section 3.02(f4.3(d) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d4.3(c) hereof. (ve) The Managing General Partner shall have reasonable discretion discretion, with respect to each Partnership fiscal taxable year, to (i) apply the provisions of Sections 3.02(h)(ii4.4(b), 4.4(c) and 4.4(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations and (iiiii) divide all allocations pursuant to Sections 4.4(b), 4.4(c) and (iv4.4(d) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. The allocations set forth in subsections (ia) The "through (h) of Section A2 hereof (“Regulatory Allocations" consist ”) are intended to comply with certain requirements of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(iiRegulations Sections 1.704-1(b) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof1.704-2. Notwithstanding any other provision provisions of this Agreement, Appendix 1 (other than the Regulatory AllocationsAllocations and the next two (2) following sentences), the Basic Regulatory Allocations shall be taken into account in allocating other Profits, Losses and items of income, gain, loss, loss and deduction among the Partners Members so that, to the extent possible, the net amount of such allocations of other Profits, Losses and other items and the Basic Regulatory Allocations to each Partner Member shall be equal to the net amount that would have been allocated to each such Partner Member if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing preceding sentence, Regulatory Allocations of Nonrecourse Deductions and Member Nonrecourse Deductions shall be offset by subsequent allocations of items of income and gain pursuant to this Section 3.02(h)(ii) shall A3 only be made with respect to allocations pursuant to Section 3.02(g) hereof if (and to the extent extent) that: (a) the Managing General Partner Board of Managers reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had are not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to under Section 3.02(c). (ivA2(a) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) and 3.02(for Section A2(b) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have (b) there has been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Company Minimum Gain (in the case of allocations to offset prior Nonrecourse Deductions) or a net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Member Nonrecourse Debt (in the case of allocations to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) prior Member Nonrecourse Deductions). The Managing General Partner Board of Managers shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii)this Section A3, and (iv) hereof shall divide the allocations hereunder among the Partners Members, in a such manner as will minimize the economic distortions upon the distributions to the Members that is likely to minimize such economic distortionsmight otherwise result from the Regulatory Allocations.

Curative Allocations. (i) The "Regulatory Allocations" consist of the ''"Basic Regulatory Allocations," as defined in Section 3.02(h)(ii) hereof, ; the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii) shall only be made with respect to allocations pursuant to Section 3.02(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e3,02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d102(d) and 3.02(f) hereof. hereof Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Fxxxxx Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii), (iii), and (iv) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (i1) The "“Regulatory Allocations" ” consist of the ''“Basic Regulatory Allocations," ” as defined in Section 3.02(h)(ii) hereof3.02(h)(2), the "“Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iii) hereof3.02(h)(3), and the "“Partner Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iv) hereof3.02(h)(4). (ii2) The "“Basic Regulatory Allocations" ” consist of allocations pursuant to Section 3.02(b)(ii3.02(b)(2), (iii3), and (iv) hereof4). Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(ii3.02(h)(2) shall only be made with respect to allocations pursuant to Section 3.02(g) hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii3) The "“Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof). Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii3.02(h)(3) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii3.02(h)(3) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c). (iv4) The "“Partner Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Sections 3.02(d) and 3.02(f) hereof). Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iv3.02(h)(4) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv3.02(h)(4) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof). (v5) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to apply the provisions of Sections 3.02(h)(ii3.02(h)(2), (iii3), and (iv4) hereof among the Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (ia) The "“Regulatory Allocations" ” consist of the ''“Basic Regulatory Allocations," ” as defined in Section 3.02(h)(iiSubsection 7.12(b) hereof, ; the "“Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iiiSubsection 7.12(c) hereof, ; and the "“Partner Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iv) hereofSubsection 7.12(d). (iib) The "“Basic Regulatory Allocations" ” consist of (1) allocations pursuant to Section 3.02(b)(ii), the last sentence of Subsection 7.1(b) (iii)ii) hereof, and (ivii) allocations pursuant to Subsections 7.3, 7.8 and 7.11 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each General Partner and Limited Partner shall be equal to the net amount that would have been allocated to each such General Partner and Limited Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(iiSubsection 7.12(b) shall only be made with respect to allocations pursuant to Section 3.02(g) Subsection 7.11 hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iiic) The "“Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Section 3.02(cSubsections 7.4(a) and 3.02(e) 7.9 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of or such allocations of other items and the Nonrecourse Regulatory Allocations to each General Partner and Limited Partner shall be equal to the net amount that would have been allocated to each such General Partner and Limited Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i1) no allocations pursuant to this Section 3.02(h)(iiiSubsection 7.12(c) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iiiSubsection 7.12(c) shall be deferred with respect to allocations pursuant to Section 3.02(e) Subsection 7.9 hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c).Subsection 7.4(a) hereof (ivd) The "“Partner Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Sections 3.02(dSubsections 7.4(b) and 3.02(f) 7.10 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each General Partner and Limited Partner shall be equal to the net amount that would have been allocated to each such General Partner and Limited Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(ivSubsection 7.12(d) shall be made with respect to allocations pursuant to Section 3.02(f) Subsection 7.10 relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(ivSubsection 7.12(d) shall be deferred to with respect to allocations pursuant to Section 3.02(f) Subsection 7.10 hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing this General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(dSubsection 7.4(b) hereof. (ve) The Managing General Partner shall have reasonable discretion discretion, with respect to each Partnership fiscal year, to (i) apply the provisions of Sections 3.02(h)(iiSubsections 7.12(b), (iii)7.12(c) and 7.12(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations, and (ivii) divide all allocations pursuant to Subsections 7.12(b), 7.12(c) and 7.12(d) hereof among the General Partner and the Limited Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (ia) The "“Regulatory Allocations" ” consist of the ''“Basic Regulatory Allocations," ” as defined in Section 3.02(h)(iiSubsection 7.12(b) hereof, ; the "“Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iiiSubsection 7.12(c) hereof, ; and the "“Partner Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iv) hereofSubsection 7.12(d). (iib) The "“Basic Regulatory Allocations" Al locations” consist of (1) allocations pursuant to Section 3.02(b)(ii), the last sentence of Subsection 7.1(b) (iii)ii) hereof, and (ivii) allocations pursuant to Subsections 7.3, 7.8 and 7.11 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each General Partner and Limited Partner shall be equal to the TEXAS SAN MARCOS TREATMENT CENTER, L.P. net amount that would have been allocated to each such General Partner and Limited Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(iiSubsection 7.12(b) shall only be made with respect to allocations pursuant to Section 3.02(g) Subsection 7.11 hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iiic) The "“Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Section 3.02(cSubsections 7.4(a) and 3.02(e) 7.9 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of or such allocations of other items and the Nonrecourse Regulatory Allocations to each General Partner and Limited Partner shall be equal to the net amount that would have been allocated to each such General Partner and Limited Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i1) no allocations pursuant to this Section 3.02(h)(iiiSubsection 7.12(c) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iiiSubsection 7.12(c) shall be deferred with respect to allocations pursuant to Section 3.02(e) Subsection 7.9 hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c).Subsection 7.4(a) hereof (ivd) The "“Partner Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Sections 3.02(dSubsections 7.4(b) and 3.02(f) 7.10 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each General Partner and Limited Partner shall be equal to the net amount that would have been allocated to each such General Partner and Limited Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(ivSubsection 7.12(d) shall be made with respect to allocations pursuant to Section 3.02(f) Subsection 7.10 relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(ivSubsection 7.12(d) shall be deferred to with respect to allocations pursuant to Section 3.02(f) Subsection 7.10 hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing this General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(dSubsection 7.4(b) hereof. (ve) The Managing General Partner shall have reasonable discretion discretion, with respect to each Partnership fiscal year, to (i) apply the provisions of Sections 3.02(h)(iiSubsections 7.12(b), (iii)7.12(c) and 7.12(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise TEXAS SAN MARCOS TREATMENT CENTER, L.P. result from the Regulatory Allocations, and (ivii) divide all allocations pursuant to Subsections 7.12(b), 7.12(c) and 7.12(d) hereof among the General Partner and the Limited Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. (ia) The "“Regulatory Allocations" ” consist of the ''“Basic Regulatory Allocations," ” as defined in Section 3.02(h)(iiSubsection 7.12(b) hereof, ; the "“Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iiiSubsection 7.12(c) hereof, ; and the "“Partner Nonrecourse Regulatory Allocations," ” as defined in Section 3.02(h)(iv) hereofSubsection 7.12(d). (iib) The "“Basic Regulatory Allocations" Al locations” consist of (1) allocations pursuant to Section 3.02(b)(ii), the last sentence of Subsection 7.1(b) (iii)ii) hereof, and (ivii) allocations pursuant to Subsections 7.3, 7.8 and 7.11 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each General Partner and Limited Partner shall be equal to the NEURO INSTITUTE OF AUSTIN, L.P. net amount that would have been allocated to each such General Partner and Limited Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 3.02(h)(iiSubsection 7.12(b) shall only be made with respect to allocations pursuant to Section 3.02(g) Subsection 7.11 hereof to the extent the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iiic) The "“Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Section 3.02(cSubsections 7.4(a) and 3.02(e) 7.9 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of or such allocations of other items and the Nonrecourse Regulatory Allocations to each General Partner and Limited Partner shall be equal to the net amount that would have been allocated to each such General Partner and Limited Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i1) no allocations pursuant to this Section 3.02(h)(iiiSubsection 7.12(c) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iiiSubsection 7.12(c) shall be deferred with respect to allocations pursuant to Section 3.02(e) Subsection 7.9 hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(c).Subsection 7.4(a) hereof (ivd) The "“Partner Nonrecourse Regulatory Allocations" ” consist of all allocations pursuant to Sections 3.02(dSubsections 7.4(b) and 3.02(f) 7.10 hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, loss and deduction among the General Partner and the Limited Partners so that, to the extent possible, the net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each General Partner and Limited Partner shall be equal to the net amount that would have been allocated to each such General Partner and Limited Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(ivSubsection 7.12(d) shall be made with respect to allocations pursuant to Section 3.02(f) Subsection 7.10 relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(ivSubsection 7.12(d) shall be deferred to with respect to allocations pursuant to Section 3.02(f) Subsection 7.10 hereof relating to a particular Partner Nonrecourse Debt to the extent the Managing this General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(dSubsection 7.4(b) hereof. (ve) The Managing General Partner shall have reasonable discretion discretion, with respect to each Partnership fiscal year, to (i) apply the provisions of Sections 3.02(h)(iiSubsections 7.12(b), (iii)7.12(c) and 7.12(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise NEURO INSTITUTE OF AUSTIN, L.P. result from the Regulatory Allocations, and (ivii) divide all allocations pursuant to Subsections 7.12(b), 7.12(c) and 7.12(d) hereof among the General Partner and the Limited Partners in a manner that is likely to minimize such economic distortions.

Curative Allocations. The allocations set forth in Article V and in Sections 7 through 12 hereof (i) The "the “Regulatory Allocations" consist ”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the ''Basic Regulatory Allocations," as defined in Section 3.02(h)(ii) hereof, the "Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iii) hereof, and the "Partner Nonrecourse Regulatory Allocations," as defined in Section 3.02(h)(iv) hereof. (ii) The "Basic Regulatory Allocations" consist of allocations pursuant to Section 3.02(b)(ii), (iii), and (iv) hereofRegulations. Notwithstanding any other provision of this Agreement, Agreement (other than the Regulatory AllocationsAllocations and the next two following sentences), the Basic Regulatory Allocations shall will be taken into account in allocating computing subsequent allocations of items of income, gain, loss, deduction and deduction credit among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner shall will be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing preceding sentence, Regulatory Allocations of Nonrecourse Deductions and Partner Nonrecourse Deductions will be offset by subsequent allocations of items of income and gain pursuant to this Section 3.02(h)(ii) shall 14 only be made with respect to allocations pursuant to Section 3.02(g) hereof if (and to the extent extent) that: (A) the Managing General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (iii) The "Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Section 3.02(c) and 3.02(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Nonrecourse Regulatory Allocations had are not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 3.02(h)(iii) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iii) shall be deferred with respect to allocations pursuant to Section 3.02(e) hereof to the extent the Managing General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to under Section 3.02(c). (iv) The "Partner Nonrecourse Regulatory Allocations" consist of all allocations pursuant to Sections 3.02(d) 6 and 3.02(f) hereof. Notwithstanding any other provision Section 7 of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items of income, gain, lossAppendix II, and deduction among (B) there has been a net decrease in Minimum Gain (in the Partners so that, case of allocations to the extent possible, the net amount of such allocations of other items and the Partner offset prior Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (iDeductions) no allocations pursuant to this Section 3.02(h)(iv) shall be made with respect to allocations pursuant to Section 3.02(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is or a net decrease in Partner Minimum Gain attributable to such a Partner Nonrecourse Debt, and then only Liabilities (in the case of allocations to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 3.02(h)(iv) shall be deferred with respect to allocations pursuant to Section 3.02(f) hereof relating to a particular offset prior Partner Nonrecourse Debt to the extent the Managing Deductions). The General Partner reasonably determines that such allocations are likely to be offset by subsequent allocations pursuant to Section 3.02(d) hereof. (v) The Managing General Partner shall have reasonable discretion with respect to each Partnership fiscal year, to will apply the provisions of Sections 3.02(h)(ii), (iii), this Section 14 and (iv) hereof will divide the allocations hereunder among the Partners, in such manner as will minimize the economic distortions upon the distributions to the Partners in a manner that is likely to minimize such economic distortionsmight otherwise result from the Regulatory Allocations.