Common use of Distributions and Allocations in Respect of Transferred Interests Clause in Contracts

Distributions and Allocations in Respect of Transferred Interests. If any Interests are Transferred during any Allocation Year in compliance with the provisions of this Article X, Profits, Losses, each item thereof, and all other items attributable to the Transferred Interests for such Allocation Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Percentage Interests during the Allocation Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Tax Matters Member. Except as provided in Section 4.2, all distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocations, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer; provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company does not receive a notice stating the date such Interest has been Transferred and such other information as the Tax Matters Member may reasonably require within thirty (30) days after the end of the Allocation Year during which the Transfer has occurred, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, is the owner of the Interest on the last day of such Allocation Year. Neither the Company nor any Manager or Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.7, whether or not the Manager, the Tax Matters Member or the Company has knowledge of any Transfer of ownership of any Interest. ARTICLE XI [Intentionally deleted]

Distributions and Allocations in Respect of Transferred Interests. If any Interests are Interest is Transferred during any Allocation Fiscal Year in compliance with the provisions of this Article XSection 12, Profits, Losses, each item thereof, and all other items attributable to the Transferred Interests Interest for such Allocation Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Percentage Interests during the Allocation Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Tax Matters MemberPartnership Board. Except as provided in Section 4.2, all All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocationsallocations and distributions, the Company Partnership shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer; , provided that, if the Company Partnership is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company Partnership shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company Partnership does not receive a notice stating the date such Interest has been was Transferred and such other information as the Tax Matters Member Partnership Board may reasonably require within thirty (30) days after the end of the Allocation Fiscal Year during which the Transfer has occurredoccurs, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the CompanyPartnership, is was the owner of the Interest on the last day of such Allocation Fiscal Year. Neither the Company Partnership nor any Manager or Member the Partnership Board shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.712.10, whether or not the Manager, the Tax Matters Member Partnership Board or the Company Partnership has knowledge of any Transfer of ownership of any Interest. ARTICLE XI [Intentionally deleted].

Distributions and Allocations in Respect of Transferred Interests. If any Interests are Transferred during any Allocation Year in compliance with the provisions of this Article XSection VIII, Profits, Losses, each item thereof, and all other items attributable to the Transferred Interests for such Allocation Year shall be divided and allocated between the transferor Transferor and the transferee Transferee by taking into account their varying Percentage holdings of Interests during the Allocation Year calendar year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Tax Matters MemberManager. Except as provided in Section 4.2, all All distributions on or before the date of such Transfer shall be made to the transferorTransferor, and all distributions thereafter shall be made to the transfereeTransferee. Solely for purposes of making such allocationsallocations and distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer; , provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company does not receive a notice stating the date such Interest has been Interests were Transferred and such other information as the Tax Matters Member Manager may reasonably require within thirty (30) days Business Days after the end of the Allocation Year during which the Transfer has occurredoccurs, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, is was the owner of the Interest Interests on the last day of such Allocation Year. Neither the Company nor any Manager or Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.78.5, whether or not the Manager, the Tax Matters Member or the Company has knowledge of any Transfer of ownership of any Interest. ARTICLE XI [Intentionally deleted]Interests.

Distributions and Allocations in Respect of Transferred Interests. If any Interests are Interest is Transferred during any Allocation Fiscal Year in compliance with the provisions of this Article XSection 13, Profits, Losses, each item thereof, and all other items attributable to the Transferred Interests Interest for such Allocation Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Percentage Interests during the Allocation Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by agreement between the Tax Matters MemberPartners. Except as provided in Section 4.2, all All distributions on or before the date of such Transfer with respect to the Transferred Interest shall be made to the transferor, and all distributions thereafter with respect to the Transferred Interest shall be made to the transferee. Solely for purposes of making such allocationsallocations and distributions, the Company Partnership shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer; , provided that, if the Company Partnership is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company Partnership shall recognize such Transfer as of the date of such Transfer, and provided further further, that if the Company Partnership does not receive a notice stating the date such Interest has been was Transferred and such other information as the Tax Matters Member Managing Partner may reasonably require within thirty (30) days after the end of the Allocation Fiscal Year during which the Transfer has occurredoccurs, then all such items shall be allocated, and all distributions shall be made, to the Person whothat, according to the books and records of the CompanyPartnership, is was the owner of the Interest on the last day of such Allocation Fiscal Year. Neither the Company Partnership nor any Manager or Member the non-transferor Partner shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.7, whether or not the Manager, the Tax Matters Member or the Company has knowledge of any Transfer of ownership of any Interest. ARTICLE XI [Intentionally deleted]of

Distributions and Allocations in Respect of Transferred Interests. If all or any Interests are portion of an Interest is Transferred during any Allocation Year in compliance with the provisions of this Article XSection 12, Profits, Losses, each item thereof, and all other items attributable to the Transferred Interests Interest for such Allocation Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Percentage Interests during the Allocation Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected agreed to by the Tax Matters Membertransferor and transferee. Except as provided in Section 4.2, all All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocationsallocations and distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer; provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, ; and provided further that if the Company does not receive a notice stating the date such Interest has been Transferred was transferred and such other information as the Tax Matters Member Director may reasonably require within thirty (30) days after the end of the Allocation Year during which the Transfer has occurredoccurs, then all such 45 45 items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, is was the owner of the Interest on the last day of such Allocation Year. Neither the Company nor any Manager or Member the Director shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.712.7, whether or not the Manager, the Tax Matters Member Director or the Company has knowledge of any Transfer of ownership of any Interest. ARTICLE XI [Intentionally deleted].

Distributions and Allocations in Respect of Transferred Interests. If any Interests are Interest is Transferred during any Allocation Fiscal Year in compliance with the provisions of this Article X9, Profits, Losses, each item thereof, and all other items attributable to the Transferred Interests Interest for such Allocation Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Percentage Interests during the Allocation Fiscal Year in accordance with Code Section 706(d)) of the Code, using any conventions permitted by law and selected by the Tax Matters MemberGeneral Partner. Except as provided in Section 4.2, all All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocationsallocations and distributions, the Company Partnership shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer; , provided that, if the Company Partnership is given notice of a Transfer at least ten twenty (1020) Business Days days prior to the Transfer, the Company Partnership shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company Partnership does not receive a notice stating the date such Interest has been was Transferred and such other information as the Tax Matters Member General Partner may reasonably require within thirty (30) days after the end of the Allocation Fiscal Year during which the Transfer has occurredoccurs, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the CompanyPartnership, is was the owner of the Interest on the last day of such Allocation Fiscal Year. Neither the Company Partnership nor any Manager or Member General Partner shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.79.5, whether or not the Manager, the Tax Matters Member any General Partner or the Company Partnership has knowledge of any Transfer of ownership of any Interest. ARTICLE XI [Intentionally deleted].

Distributions and Allocations in Respect of Transferred Interests. If all or any Interests are portion of an Interest is Transferred during any Allocation Year in compliance with the provisions of this Article XSection 12, Profits, Losses, each item thereof, and all other items attributable to the Transferred Interests Interest for such Allocation Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Percentage Interests during the Allocation Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected agreed to by the Tax Matters Membertransferor and transferee. Except as provided in Section 4.2, all All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocationsallocations and distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer; provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, ; and provided further that if the Company does not receive a notice stating the date such Interest has been Transferred was transferred and such other information as the Tax Matters Member Director may reasonably require within thirty (30) days after the end of the Allocation Year during which the Transfer has occurredoccurs, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, is was the owner of the Interest on the last day of such Allocation Year. Neither the Company nor any Manager or Member the Director shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.712.7, whether or not the Manager, the Tax Matters Member Director or the Company has knowledge of any Transfer of ownership of any Interest. ARTICLE XI [Intentionally deleted].

Distributions and Allocations in Respect of Transferred Interests. If any Interests are Interest is Transferred during any Allocation Year in compliance with the provisions of this Article XSection 10, Profits, Losses, each item thereof, and all other items attributable to the Transferred Interests Interest for such Allocation Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Percentage Interests during the Allocation Year in accordance with Code Section 706(d), using any conventions permitted by law and selected agreed to by the Tax Matters Membertransferor and the transferee. Except as provided in Section 4.2, all All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocationsallocations and distributions, the Company Partnership shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer; , provided that, if the Company Partnership is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company Partnership shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company Partnership does not receive a notice stating the date such Interest has been Transferred was transferred and such other information as the Tax Matters Member General Partner may reasonably require within thirty (30) days after the end of the Allocation Year during which the Transfer has occurredoccurs, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the CompanyPartnership, is was the owner of the Interest on the last day of such Allocation Year. Neither the Company Partnership nor any Manager or Member the General Partner shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.7, whether or not the Manager, the Tax Matters Member General Partner or the Company Partnership has knowledge of any Transfer of ownership of any Interest. ARTICLE XI [Intentionally deleted]10.8

Distributions and Allocations in Respect of Transferred Interests. (a) If any Interests are Transferred during any Allocation Year in compliance with the provisions of this Article XAgreement, Net Profits, Net Losses, each item thereof, and all other items attributable to the Transferred Interests for such Allocation Year shall be divided and allocated between the transferor Transferor and the transferee Transferee by taking into account their varying Percentage holdings of Interests during the Allocation Year calendar year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Tax Matters MemberBoard acting by Unanimous Action. Except as provided in Section 4.2, all distributions All Distributions on or before the date of such Transfer shall be made to the transferorTransferor, and all distributions Distributions thereafter shall be made to the transfereeTransferee. Solely for purposes of making such allocationsallocations and Distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer; , provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company does not receive a notice stating the date such Interest has been Interests were Transferred and such other information as the Tax Matters Member may reasonably require within thirty (30) days after the end of the Allocation Year during which the Transfer has occurredoccurs, then all such items shall be allocated, and all distributions Distributions shall be made, to the Person who, according to the books and records of the Company, is was the owner of the Interest Interests on the last day of such Allocation Year. Neither the Company nor any Manager or Member shall incur any liability for making allocations and distributions Distributions in accordance with the provisions of this Section 10.78.6, whether or not the Manager, the Tax Matters Member or the Company has knowledge of any Transfer of ownership of any Interest. ARTICLE XI [Intentionally deleted]Interests.

Distributions and Allocations in Respect of Transferred Interests. If any Interests are Interest is Transferred during any Allocation Year in compliance with the provisions of this Article XVIII, Profits, Losses, each item thereof, and all other items attributable to the Transferred Interests Interest for such Allocation Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Percentage Interests during the Allocation Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected agreed to by the Tax Matters Membertransferor and transferee. Except as provided in Section 4.2, all All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocationsallocations and distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer; , provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, and provided further that that, if the Company does not receive a notice stating the date such Interest has been was Transferred and such other information as the Tax Matters Managing Member may reasonably require within thirty (30) days after the end of the Allocation Year during which the Transfer has occurredoccurs, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, is was the owner of the Interest on the last day of such Allocation Year. Neither the Company nor any Manager or Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.7, whether or not the Manager, the Tax Matters Member or the Company has knowledge of any Transfer of ownership of any Interest. ARTICLE XI [Intentionally deleted].

Distributions and Allocations in Respect of Transferred Interests. If any Interests Shares are Transferred transferred during any Allocation Year in compliance with the provisions of this Article XIX, Profits, Losses, each item thereof, and all other items attributable to the Transferred Interests such Shares for such Allocation Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Percentage Interests interests during the such Allocation Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Tax Matters MemberBoard of Managers. Except as provided in Section 4.2, all All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocationsallocations and distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer; provided provided, that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer; and, and provided further that further, that, if the Company does not receive a notice stating the date such Interest has been Transferred Shares were transferred, and such other information as the Tax Matters Member Board of Managers may reasonably require require, within thirty (30) days after the end of the Allocation Year during which the Transfer has occurred, then all of such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, is was the owner of the Interest such transferred Shares on the last day of such the Allocation YearYear during which the Transfer occurred. Neither the Company nor any Manager or Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.79.8, whether or not the Manager, the Tax Matters Member or the Company has knowledge of any Transfer of ownership of any Interest. ARTICLE XI [Intentionally deleted]Shares.

Distributions and Allocations in Respect of Transferred Interests. If any Interests are Interest is Transferred during any Allocation Year in compliance with the provisions of this Article XSection 7, Profits, Losses, each item thereof, and all other items attributable to the Transferred Interests Interest for such Allocation Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Percentage Interests during the Allocation Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Tax Matters Managing Member. Except as provided in Section 4.2, all All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocationsallocations and distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer; provided , PROVIDED that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, and provided further PROVIDED FURTHER that if the Company does not receive a notice stating the date such Interest has been was Transferred and such other information as the Tax Matters Managing Member may reasonably require within thirty (30) 30 days after the end of the Allocation Fiscal Year during which the Transfer has occurredoccurs, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, is was the owner of the Interest on the last day of such Allocation Fiscal Year. Neither the Company nor any Manager or the Managing Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.77.11, whether or not the Manager, the Tax Matters Managing Member or the Company has knowledge of any Transfer of ownership of any Interest. ARTICLE XI [Intentionally deleted].

Distributions and Allocations in Respect of Transferred Interests. If any Interests are Interest is Transferred during any Allocation Year in compliance with the provisions of this Article X, Profits, Losses, each item thereof, and all other items attributable to the Transferred Interests Interest for such Allocation Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Percentage Interests during the Allocation Year in accordance with Code Section 706(d), using any conventions permitted by law and selected agreed to by the Tax Matters Membertransferor and the transferee. Except as provided in Section 4.2, all All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocationsallocations and distributions, the Company Partnership shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer; , provided that, if the Company Partnership is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company Partnership shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company Partnership does not receive a notice stating the date such Interest has been Transferred was transferred and such other information as the Tax Matters Member General Partner may reasonably require within thirty (30) days after the end of the Allocation Year during which the Transfer has occurredoccurs, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the CompanyPartnership, is was the owner of the Interest on the last day of such Allocation Year. Neither the Company Partnership nor any Manager or Member the General Partner shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.7, whether or not the Manager, the Tax Matters Member General Partner or the Company Partnership has knowledge of any Transfer of ownership of any Interest. ARTICLE XI [Intentionally deleted].

Distributions and Allocations in Respect of Transferred Interests. If any Interests are Transferred Interest is sold, assigned or transferred during any Allocation Year accounting period in compliance with the provisions of this Article XVI, Profits, Losses, each item thereof, thereof and all other items attributable to the Transferred Interests such Interest for such Allocation Year period shall be divided and allocated between the transferor and the transferee by taking into account their varying Percentage Interests interests during the Allocation Year period in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Tax Matters MemberGovernors. Except as provided in Section 4.2Unless otherwise determined by Governors, all distributions made on or before the date thirty (30) days following the date on which the Company receives written notice of such Transfer transfer (accompanied by the transfer documents) shall be made to the transferor, and all distributions made thereafter shall be made to the transferee. Solely for purposes of making such allocationsallocations and distributions, the Company shall recognize such Transfer transfer not later than the end of the calendar month during which it is given notice of such Transfer; transfer, provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company does not receive a notice stating the date such Interest has been Transferred was transferred and such other information as the Tax Matters Member Governors may reasonably require within thirty (30) days after the end of the Allocation Year accounting period during which the Transfer has occurredtransfer occurs, then then, at the Governors' option, all of such items shall be allocated, and all distributions shall be made, to the Person whoEntity which, according to the books and records of the Company, is the owner of the Interest on the last day of such Allocation Yearthe accounting period during which the transfer occurs, was the owner of the Interest. Neither the Company nor any Manager or Member the Governors shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.76.5, whether or not the Manager, the Tax Matters Member Governors or the Company has have knowledge of any Transfer transfer of ownership of any Interest. ARTICLE XI [Intentionally deleted].

Distributions and Allocations in Respect of Transferred Interests. If all or any Interests are portion of an Interest is Transferred during any Allocation Year in compliance with the provisions of this Article XSection 10, Profits, Losses, each item thereof, and all other items attributable to the Transferred Interests Interest for such Allocation Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Percentage Interests during the Allocation Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected agreed to by the Tax Matters Membertransferor and transferee. Except as provided in Section 4.2, all All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocationsallocations and distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer; , provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company does not receive a notice stating the date such Interest has been Transferred was transferred and such other information as the Tax Matters Member Manager may reasonably require within thirty (30) days after the end of the Allocation Year during which the Transfer has occurredoccurs, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, is was the owner of the Interest on the last day of such Allocation Year. Neither the Company nor any the Manager or Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.7, whether or not the Manager, the Tax Matters Member Manager or the Company has knowledge of any Transfer of ownership of any Interest. ARTICLE XI [Intentionally deleted].

Distributions and Allocations in Respect of Transferred Interests. If any Interests are Interest is Transferred during any Allocation Year in compliance with the provisions of this Article XSection 7, Profits, Losses, each item thereof, and all other items attributable to the Transferred Interests Interest for such Allocation Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Percentage Interests during the Allocation Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Tax Matters Managing Member. Except as provided in Section 4.2, all All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocationsallocations and distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer; , provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company does not receive a notice stating the date such Interest has been was Transferred and such other information as the Tax Matters Managing Member may reasonably require within thirty (30) 30 days after the end of the Allocation Fiscal Year during which the Transfer has occurredoccurs, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, is was the owner of the Interest on the last day of such Allocation Fiscal Year. Neither the Company nor any Manager or the Managing Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.77.11, whether or not the Manager, the Tax Matters Managing Member or the Company has knowledge of any Transfer of ownership of any Interest. ARTICLE XI [Intentionally deleted].

Distributions and Allocations in Respect of Transferred Interests. If any Interests are Transferred Interest is sold, assigned or transferred during any Allocation Year accounting period in compliance with the provisions of this Article XVI, Profits, Losses, each item thereof, thereof and all other items attributable to the Transferred Interests such Interest for such Allocation Year period shall be divided and allocated between the transferor and the transferee by taking into account their varying Percentage Interests interests during the Allocation Year period in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Tax Matters MemberManagers. Except as provided in Section 4.2Unless otherwise determined by Managers, all distributions made on or before the date thirty (30) days following the date on which the Company receives written notice of such Transfer transfer (accompanied by the transfer documents) shall be made to the transferor, and all distributions made thereafter shall be made to the transferee. Solely for purposes of making such allocationsallocations and distributions, the Company shall recognize such Transfer transfer not later than the end of the calendar month during which it is given notice of such Transfer; transfer, provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company does not receive a notice stating the date such Interest has been Transferred was transferred and such other information as the Tax Matters Member Managers may reasonably require within thirty (30) days after the end of the Allocation Year accounting period during which the Transfer has occurredtransfer occurs, then then, at the Managers' option, all of such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, is the owner of the Interest on the last day of such Allocation Yearthe accounting period during which the transfer occurs, was the owner of the Interest. Neither the Company nor any Manager or Member the Managers shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.7, whether or not the Manager, the Tax Matters Member or the Company has knowledge of any Transfer of ownership of any Interest. ARTICLE XI [Intentionally deleted]this