Common use of Hypothetical Liquidation Clause in Contracts

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Allocation Year shall be allocated among the Persons who were Members during such Allocation Year in a manner that shall, as nearly as possible, cause the Capital Account balance of each Member at the end of such Allocation Year to equal the excess (which may be negative) of: (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Allocation Year, (A) all Company assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Company, were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Allocation Year, (B) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liability, to the book values of the assets securing such liability), and (C) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof over: (ii) the sum of (A) the amount, if any, without duplication, that such Members would be obligated to contribute to the capital of the Company, (B) such Member’ share of Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (C) such Member’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed as of the hypothetical sale described in Section 5.3(a)(i) hereof.

Hypothetical Liquidation. The items of income, expensegain, gain loss and loss expense of the Company comprising Net Income or Net Loss for a Allocation Year fiscal year shall be allocated among the Persons who were Members during such Allocation Year fiscal year in a manner that shallwill, as nearly as possible, cause the Capital Account balance of each Member at the end of such Allocation Year fiscal year to equal the excess (which may be negative) of: (iA) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Allocation Yearfiscal year, (Ax) all Company assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Companycash, were sold for cash in an amount equal to their Gross Asset Values, taking into account any adjustments thereto for such Allocation Yearfiscal year, (By) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liabilityNonrecourse Liability or Member Nonrecourse Debt in respect of such Member, to the book values Gross Asset Values of the assets securing such liability), and (Cz) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof 6.2(c)(ii), over: (iiB) the sum of (Ax) the amount, if any, without duplication, that such Members Member would be obligated to contribute to the capital of the Company, (By) such Member’ ’s share of Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), ) and (Cz) such Member’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-1.704 2(i)(5), all computed as of the hypothetical sale described in Section 5.3(a)(i5.3(b)(i)(A) hereofabove. For purposes of the foregoing hypothetical sale described in Section 5.3(b)(i)(A), all assets and liabilities of any entity that is wholly-owned by the Company and disregarded as an entity separate from the Company for federal income tax purposes shall be treated as assets and liabilities of the Company.

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income Profits or Net Loss Losses for a an Allocation Year Period shall be allocated among the Persons who were Members during such Allocation Year Period in a manner that shall, as nearly as possible, cause the Capital Account balance of each Member at the end of such Allocation Year fiscal year to equal the excess (which may be negative) of: (iA) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Allocation Yearfiscal year, (Ax) all Company assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Company, assets were sold for cash equal to their respective Gross Asset Values, taking into account any adjustments thereto for such Allocation Yearfiscal year, (By) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liabilityNonrecourse Liability or any Member Nonrecourse Debt with respect to such Member, to the book values Gross Asset Values of the assets securing such liability), and (Cz) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof 12.2(a)(iii) hereof; over: (iiB) the sum of (Ax) the amount, if any, without duplication, that such Members Member would be obligated to contribute to the capital of the Company, (By) such Member’ ’s share of Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (Cz) such Member’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-1.704 2(i)(5), all computed as of the hypothetical sale described in Section 5.3(a)(i6.3(a)(ii)(A) hereof.;

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Allocation Year Fiscal Year, shall be allocated among the Persons who were Members during such Allocation Fiscal Year in a manner that shallwill, as nearly as possible, cause the Capital Account balance of each Member at the end of such Allocation Fiscal Year to equal the excess (which may be negative) of: (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Allocation Fiscal Year, (Ax) all Company assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Companycash, were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Allocation Fiscal Year, (By) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liabilityNonrecourse Liability, to the book values Gross Asset Values of the assets securing such liability), and (Cz) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof 9.03 over: (ii) the sum of (Ax) the amount, if any, without duplication, that which such Members would be Member is obligated to contribute to the capital of the Company, (By) such Member’ ’s share of the Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (Cz) such Member’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-1.704- 2(i)(5), all computed as of immediately prior to the hypothetical sale described in Section 5.3(a)(i) hereof6.02(a)(i).

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company Partnership comprising Net Income Profit or Net Loss for a Allocation Fiscal Year shall be allocated among the Persons who were Members Partners during such Allocation Fiscal Year in a manner that shallwill, as nearly as possible, cause the Capital Account balance of each Member Partner at the end of such Allocation Fiscal Year to equal the excess (which may be negative) of: (i) the amount of the hypothetical distribution (if any) that such Member Partner would receive if, on the last day of the Allocation Fiscal Year, (Ax) all Company Partnership assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Companycash, were sold for cash equal to their Gross Asset ValuesValues (determined, for the avoidance of doubt, without adjustment for the hypothetical liquidation described in this paragraph (i)), taking into account any adjustments thereto for such Allocation Fiscal Year, (By) all Company Partnership liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liability, to the book values Gross Asset Value of the assets securing such liability), and (Cz) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof 6.1 hereof, over: (ii) the sum of (Ax) the amount, if any, without duplication, that which such Members Partner would be obligated to contribute to the capital of the CompanyPartnership, (By) such Member’ Partner’s share of Company the Partnership Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (Cz) such MemberPartner’s share of Member Partner Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed as of immediately prior to the hypothetical sale described in Section 5.3(a)(i7.2(a)(i) hereof.

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company Partnership comprising Net Income or Net Loss for a Allocation Fiscal Year shall be allocated among the Persons who were Members Partners during such Allocation Fiscal Year in a manner that shallwill, as nearly as possible, cause the Capital Account balance of each Member Partner at the end of such Allocation Fiscal Year to equal the excess difference (which may be negative) ofbetween: (i) the amount of the hypothetical distribution (if any) that such Member Partner would receive if, on the last day of the Allocation Fiscal Year, (A) all Company the Partnership’s assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Companycash, were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Allocation Fiscal Year, (B) all Company the Partnership’s liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liability, to the book values Gross Asset Value of the assets securing such liability), and (C) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof Article 3 of the Agreement, over: (ii) the sum of (A) the amount, if any, without duplication, that which such Members would be Partner is obligated to contribute to the capital of the CompanyPartnership, (B) such Member’ Partner’s share of Company the Partnership Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (C) such MemberPartner’s share of Member Partner Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed as of immediately prior to the hypothetical sale described in Section 5.3(a)(i1.2(a)(i) hereofof this Exhibit.

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Allocation Year shall be allocated among the Persons who were Members during such Allocation Year in a manner that shall, as nearly as possible, cause the Capital Account balance of each Member at the end of such Allocation Year to equal the excess (which may be negative) of: (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Allocation Year, (A) all Company assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Company, were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Allocation Year, (B) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liability, to the book values of the assets securing such liability), and (C) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof over: (ii) the sum of (A) the amount, if any, without duplication, that such Members would be obligated to contribute to the capital of the Company, (B) such Member’ ’s share of Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (C) such Member’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed as of the hypothetical sale described in Section 5.3(a)(i) hereof).

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Allocation Fiscal Year shall be allocated among the Persons who were Members during such Allocation Fiscal Year in a manner that shall, as nearly as possible, cause the Capital Account balance of each Member at the end of such Allocation Fiscal Year to equal the excess (which may be negative) of: (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Allocation Fiscal Year, (A) all Company assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Company, were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Allocation Fiscal Year, (B) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liability, to the book values of the assets securing such liability), and (C) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof over: (ii) the sum of (A) the amount, if any, without duplication, that such Members Member would be obligated to contribute to the capital of the Company, (B) such Member’ ’s share of Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (C) such Member’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed as of the hypothetical sale described in Section 5.3(a)(i) hereof.

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Allocation Year Fiscal Year, shall be allocated among the Persons who were Members during such Allocation Fiscal Year in a manner that shallwill, as nearly as possible, cause the Capital Account balance of each Member at the end of such Allocation Fiscal Year to equal the excess (which may be negative) of: (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Allocation Fiscal Year, (Ax) all Company assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Companycash, were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Allocation Fiscal Year, (By) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liabilityNonrecourse Liability, to the book values Gross Asset Values of the assets securing such liability), and (Cz) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof 9.03 over: (ii) the sum of (Ax) the amount, if any, without duplication, that which such Members would be Member is obligated to contribute to the capital of the Company, (By) such Member’ ’s share of the Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (Cz) such Member’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed as of immediately prior to the hypothetical sale described in Section 5.3(a)(i) hereof6.02(a)(i).

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Allocation Year shall be allocated among the Persons who were Members during such Allocation Year in a manner that shall, as nearly as possible, cause the Capital Account balance of each Member at the end of such Allocation Year to equal the excess (which may be negative) of: (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Allocation Year, (A) all Company assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Company, were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Allocation Year, (B) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liability, to the book values of the assets securing such liability), and (C) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof over: (ii) the sum of (A) the amount, if any, without duplication, that such Members would be obligated to contribute to the capital of the Company, (B) such Member’ share of Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (C) such Member’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed as of the hypothetical sale described in Section 5.3(a)(i) hereof).

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income Profit or Net Loss for a Allocation Fiscal Year shall be allocated among the Persons who Members that were Members during such Allocation Fiscal Year in a manner that shallwill, as nearly as possible, cause the Capital Account balance of each Member at the end of such Allocation Fiscal Year to equal the excess (which may be negative) of: (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Allocation Fiscal Year, (Aw) all Company assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Companycash, were sold for cash equal to their Gross then-prevailing Asset Values, taking into account any adjustments thereto for such Allocation Fiscal Year, (Bx) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liabilityNonrecourse Liability, to the book values then-prevailing Asset Value of the assets securing such liability), ) and (Cy) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof 13.3 hereof; over: (ii) the sum of (Ax) the amount, if any, without duplication, that which such Members would be Member is obligated to contribute to the capital of the Company, (By) such Member’ ’s share of the Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (Cz) such Member’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed as of immediately prior to the hypothetical sale described in Section 5.3(a)(i5.6.2(a)(i) hereofabove. For purposes of the foregoing hypothetical sale described in Section 5.6.2(a)(i) above, all assets and liabilities of any entity that is wholly-owned by the Company and disregarded as an entity separate from the Company for federal income tax purposes shall be treated as assets and liabilities of the Company.

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income Profit or Net Loss for a Allocation Fiscal Year shall be allocated among the Persons who Members that were Members during such Allocation Fiscal Year in a manner that shallwill, as nearly as possible, cause the Capital Account balance of each Member at the end of such Allocation Fiscal Year to equal the excess (which may be negative) of: (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Allocation Fiscal Year, (Ax) all Company assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Companycash, were sold for cash equal to their Gross then-prevailing Asset Values, taking into account any adjustments thereto for such Allocation Fiscal Year, (By) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liabilityNonrecourse Liability, to the book values then-prevailing Asset Value of the assets securing such liability), ) and (Cz) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof 13.3 hereof; over: (ii) the sum of (Ax) the amount, if any, without duplication, that which such Members would be Member is obligated to contribute to the capital of the Company, (By) such Member’ ’s share of the Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (Cz) such Member’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed as of immediately prior to the hypothetical sale described in Section 5.3(a)(i5.6.2(a)(i) hereofabove. For purposes of the foregoing hypothetical sale described in Section 5.6.2(a)(i) above, all assets and liabilities of any entity that is wholly-owned by the Company and disregarded as an entity separate from the Company for federal income tax purposes shall be treated as assets and liabilities of the Company.

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Allocation Year fiscal year shall be allocated among the Persons who Unitholders which were Members Unitholders during such Allocation Year fiscal year in a manner that shallwill, as nearly as possible, cause the Capital Account balance of each Member Unitholder at the end of such Allocation Year fiscal year to equal the excess (which may be negative) of: (iA) the amount of the hypothetical distribution (if any) that such Member Unitholder would receive if, on the last day of the Allocation Yearfiscal year, (Aw) all Company assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Companycash, were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Allocation Yearfiscal year, (Bx) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liability, to the book values Gross Asset Value of the assets securing such liability), ) and (Cy) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof 6.2 hereof; over: (iiB) the sum of (Ax) the amount, if any, without duplication, that which such Members would be Unitholder is obligated to contribute to the capital of the Company, (By) such Member’ Unitholder’s share of the Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (Cz) such MemberUnitholder’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed as of immediately prior to the hypothetical sale described in Section 5.3(a)(i5.3(b)(i)(A) hereofabove. For purposes of the foregoing hypothetical sale described in Section 5.3(b)(i)(A) above, all assets and liabilities of any entity that is wholly-owned by the Company and disregarded as an entity separate from the Company for federal income tax purposes shall be treated as assets and liabilities of the Company.

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Allocation Fiscal Year shall be allocated among the Persons who were Members during such Allocation Fiscal Year in a manner that shallwill, as nearly as possible, cause the Capital Account balance of each Member at the end of such Allocation Fiscal Year to equal the excess (which may be negativenegative ) of: (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Allocation Fiscal Year, (Ax) all Company assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Companycash, were sold for cash in an amount equal to their Gross Asset Values, taking into account any adjustments thereto for such Allocation Fiscal Year, (By) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liabilityNonrecourse Liability or Member Nonrecourse Debt in respect of such Member, to the book values Gross Asset Value of the assets securing such liability), and (Cz) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof 4.1 and Section 10.2, over: (ii) the sum of (Ax) the amount, if any, without duplication, that which such Members would be Member is obligated to contribute to the capital of the Company, (By) such Member’ ’s share of the Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (Cz) such Member’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed as of immediately prior to the hypothetical sale described in Section 5.3(a)(i4.3(a)(i) hereofabove.

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Allocation Year shall be allocated among the Persons who were Members during such Allocation Year in a manner that shall, as nearly as possible, cause the Capital Account balance of each Member at the end of such Allocation Year to equal the excess (which may be negative) of: (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Allocation Year, (A) all Company assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Company, were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Allocation Year, (B) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liability, to the book values of the assets securing such liability), and (C) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof (taking into account Section 5.1(d) and Section 10.6 hereof) over: (ii) the sum of (A) the amount, if any, without duplication, that such Members would be obligated to contribute to the capital of the Company, (B) such Member’ share of Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (C) such Member’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed as of the hypothetical sale described in Section 5.3(a)(i) hereof.

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Allocation Fiscal Year shall be allocated among the Persons persons who were Members during such Allocation Fiscal Year in a manner that shall, as nearly as possible, cause the Capital Account balance of each Member at the end of such Allocation Fiscal Year to equal the excess (which may be negative) of: (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Allocation Fiscal Year, (A) all Company assets, assets (including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Company, cash) were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Allocation Fiscal Year, (B) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liabilityNonrecourse Liability, to the book values Gross Asset Values of the assets securing such liability), and (C) the net proceeds thereof (after satisfaction of such liabilities) together with the amount of any cash and the Gross Asset Value (determined in accordance with the definition of Gross Asset Value in connection with the actual distribution) of any other assets that had been distributed by the Company to a Member in the current or any prior Fiscal Year, were distributed in full pursuant to Section 5.1 10.2(e) hereof (as if such hypothetical distribution were the first distribution by the Company) over: (ii) the sum of (A) the amount of cash and the Gross Asset Value (determined in accordance with the definition of Gross Asset Value in connection with the actual distribution) of any other assets actually previously distributed by the Company to such Member in the current or any prior Fiscal Year, (B) the amount, if any, without duplication, that such Members Member would be obligated to contribute to the capital of the Company, (BC) such Member’ ’s share of Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (CD) such Member’s share (without duplication) of Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed as of the hypothetical sale described in Section 5.3(a)(i5.2(a)(i) hereof.

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income Profit or Net Loss for a Allocation Fiscal Year shall be allocated among the Persons who Members that were Members during such Allocation Fiscal Year in a manner that shallwill, as nearly as possible, cause the Capital Account balance of each Member at the end of such Allocation Fiscal Year to equal the excess (which may be negative) of: (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Allocation Fiscal Year, (Ax) all Company assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Companycash, were sold for cash equal to their Gross then-prevailing Asset Values, taking into account any adjustments thereto for such Allocation Fiscal Year, (By) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liabilityNonrecourse Liability, to the book values then-prevailing Asset Value of the assets securing such liability), ) and (Cz) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof 13.3 hereof; over: (ii) the sum of (Ax) the amount, if any, without duplication, that which such Members would be Member is obligated to contribute to the capital of the Company, (By) such Member’ 's share of the Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (Cz) such Member’s share of 's Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed as of immediately prior to the hypothetical sale described in Section 5.3(a)(i5.6.2(a)(i) hereofabove. For purposes of the foregoing hypothetical sale described in Section 5.6.2(a)(i) above, all assets and liabilities of any entity that is wholly-owned by the Company and disregarded as an entity separate from the Company for federal income tax purposes shall be treated as assets and liabilities of the Company.

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a an Allocation Year shall be allocated among the Persons who were Members during such Allocation Year in a manner that shall, as nearly as possible, cause the Capital Account balance of each Member at the end of such Allocation Year to equal the excess (which may be negative) of: (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Allocation Year, (A) all Company assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Company, were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Allocation Year, (B) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liability, to the book values of the assets securing such liability), and (C) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof over: (ii) the sum of (A) the amount, if any, without duplication, that such Members Member would be obligated to contribute to the capital of the Company, (B) such Member’ ’s share of Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (C) such Member’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed as of the hypothetical sale described in Section 5.3(a)(i) hereof.

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Allocation Year shall be allocated among the Persons who were Members during such Allocation Year in a manner that shall, as nearly as possible, cause the Capital Account balance of each Member at the end of such Allocation Year to equal the excess (which may be negative) of: (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Allocation Year, , (A) all Company assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Company, were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Allocation Year, , (B) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liability, to the book values of the assets securing such liability), and (C) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof over: (ii) the sum of (A) the amount, if any, without duplication, that such Members would be obligated to contribute to the capital of the Company, (B) such Member’ ’s share of Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (C) such Member’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Regulations Section 1.7041. 704-2(i)(5), all computed as of the hypothetical sale described in Section 5.3(a)(i) hereof).

Hypothetical Liquidation. The items of income, expensegain, gain loss and loss expense of the Company comprising Net Income or Net Loss for a Allocation Year fiscal year shall be allocated among the Persons who were Members during such Allocation Year fiscal year in a manner that shallwill, as nearly as possible, cause the Capital Account balance of each Member at the end of such Allocation Year fiscal year to equal the excess (which may be negative) of: (iA) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Allocation Yearfiscal year, (A1) all Company assets, including cash and the amount, if any, without duplication, that all Members would be obligated to contribute to the capital of the Companycash, were sold for cash in an amount equal to their Gross Asset Values, taking into account any adjustments thereto for such Allocation Yearfiscal year, (B2) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liabilityNonrecourse Liability or Member Nonrecourse Debt in respect of such Member, to the book values Gross Asset Values of the assets securing such liability), and (C3) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1 hereof 6.02(c)(ii), over: (iiB) the sum of (A1) the amount, if any, without duplication, that such Members Member would be obligated to contribute to the capital of the Company, (B2) such Member’ ’s share of Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), ) and (C3) such Member’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed as of the hypothetical sale described in Section 5.3(a)(i5.03(b)(i)(A) hereofabove. For purposes of the foregoing hypothetical sale described in Section 5.03(b)(i)(A), all assets and liabilities of any entity that is wholly owned by the Company and disregarded as an entity separate from the Company for federal income tax purposes shall be treated as assets and liabilities of the Company.