Common use of Regulatory Allocations Clause in Contracts

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the The following special allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priorityorder: (ai) Items Notwithstanding any other provision of income Article VI, if there is a net decrease in “partnership minimum gain” or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the “partner nonrecourse debt minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" gain” (as defined in Treasury Regulation applicable Regulations under Code Section 1.704-2(b)(1)) of the Company 704 for any Fiscal Year, then items of Company income and gain for such year (and, if necessary, subsequent years) shall be specially allocated to among the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable requirements of such Regulations. This Section 6.4(a)(i) is intended to "comply with the “minimum gain chargeback” and “partner nonrecourse debt" debt minimum gain chargeback” requirements of such Regulations and shall be interpreted consistently therewith. (as defined ii) If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in accordance with the requirements of Regulation Section 1.704-2(b)(41(b)(2)(ii)(d). This Section 6.4(a)(ii) is intended to comply with the “qualified income offset” provision of such Regulations and shall be interpreted consistently therewith. (iii) “Nonrecourse deductions” (within the meaning of Regulations under Section 704 of the Code) shall be allocated in accordance with the Members’ Interest Percentages and “partner nonrecourse deductions” (within the meaning of Regulations under Section 704 of the Code) shall be allocated to the Members in accordance with Member who bears the provisions risk of Treasury Regulation Section 1.704-2(i)(1)loss for the member nonrecourse debt that gives rise to such deductions. (civ) Items If for any Fiscal Year the Company has a Net Loss and the allocation of income or gain such Net Loss would otherwise give rise to a negative Capital Account balance for any Member in excess of such Member’s share of “partnership minimum gain” (computed with the adjustments contained as defined in paragraphs (iapplicable regulations under Code Section 704), (ii)then that portion of such excess, (iii)to the extent otherwise allocable to any such Member, (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated entirely to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)Managing Member. (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the The following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priorityorder: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions Sharing Percentages. (b) Member Nonrecourse Deductions attributable to "partner nonrecourse debt" (Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as defined in determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(c), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 5.04(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (f) In the event that any Member has a negative Adjusted Capital Account at the end of any Fiscal Year, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c1(b)(2)(iv)(m)(2) Items of income if such Section applies, or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and Member to the extent required by the "qualified income offset" provisions of whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(ii)(d)1(b)(2)(iv)(m)(4) applies. (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding Notwithstanding the provisions of Section 6.1 5.01 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (vvi) and (vivii) of the definition of "“Net Profits" Profits and "Net Losses"”) for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "“minimum gain chargeback" ” provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "“nonrecourse deductions" ” (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year taxable period shall be allocated to the Members in accordance with proportion to their respective Percentage Interestsnumber of Common Shares (determined on an as-converted-to Common-Share basis); provided, however, that nonrecourse deductions attributable to "“partner nonrecourse debt" ” (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (vvi) and (vivii) of the definition of "“Net Profits" Profits and "Net Losses"”) for any taxable period shall be allocated to the Members in the manner and to the extent required by the "“qualified income offset" ” provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's ’s Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's ’s Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section Regulation Sections 1.704-1(b)(2)(ii)(d)(4)(51(b)(2)(ii)(d)(4), (5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the any manner provided for under Code Section 704(c) using any permitted method and the Treasury Regulations issued thereunder as selected determined by the Board of Managers Directors in their sole its discretion. (f) The indebtedness of the Company shall be allocated among the Members under Code Section 752 as determined by the Board of Directors in accordance with Code Section 752.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding Notwithstanding the provisions of Section 6.1 6.01 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (vvi) and (vivii) of the definition of "“Net Profits" Profits and "Net Losses"”) for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "“minimum gain chargeback" ” provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "“nonrecourse deductions" ” (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year taxable period shall be allocated to the Members in accordance with their respective Percentage Intereststhe same manner as Net Profits and Net Losses for such period; provided, however, that nonrecourse deductions attributable to "“partner nonrecourse debt" ” (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (vvi) and (vivii) of the definition of "“Net Profits" Profits and "Net Losses"”) for any taxable period shall be allocated to the Members in the manner and to the extent required by the "“qualified income offset" ” provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's ’s Capital Account. Any Net Losses not allocated to a Member pursuant to this subsection (d) shall be allocated to the Members with positive Capital Account (determined for balances in proportion to their positive balances. For purposes of this Section 5.02(d6.02(d) only, Capital Accounts shall be determined by increasing the Member's ’s Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section Regulation Sections 1.704-1(b)(2)(ii)(d)(4)(51(b)(2)(ii)(d)(4), (5) and (6). (e) In the event that items of income, gain, loss or deduction are allocated to one or more Members pursuant to any of subsections (a) through (d) above (the “Original Allocation”), subsequent items of income, gain, loss or deduction will first be allocated (subject to the provisions of subsections (a) through (d)) to the Members in a manner designed to result in each Member having a Capital Account balance equal to what it would have been had the Original Allocation not occurred; provided, however, that no such allocation shall be made pursuant to this subsection (e) if (i) the Original Allocation had the effect of offsetting a prior Original Allocation or (ii) the Original Allocation likely (in the opinion of the Company’s accountants) will be offset by another Original Allocation in the future (e.g., an Original Allocation of “nonrecourse deductions” under subsection (b) that likely will be offset by a subsequent “minimum gain chargeback” under subsection (a)). (f) In the event a Member’s interest is subject to vesting conditions, the Member shall only be allocated Net Profits and Net Losses pursuant to this Agreement if a valid Code Section 83(b) election has been made with respect to such interest. In the event a valid Code Section 83(b) election has been made and some or all of such Member’s interest is forfeited, in the year of such forfeiture and subsequent years if necessary, items of gross income, gain, loss or deduction shall be allocated to such Member to the extent available so that as promptly as possible, the Member’s Capital Account equals the amount it would have been if the Member’s interest had been the reduced amount at all times. This Section 6.02(f) is intended to comply with Proposed Regulation Section 1.704-1(b)(4)(xii) and shall be interpreted in a manner consistent with such regulation. (g) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value using the traditional method of making such allocations (as set forth in the manner provided for under Code Treasury Regulation Section 704(c) using any permitted method as selected 1.704-3(b)), unless otherwise determined by the Board and with the consent of Managers in their sole discretionHeska.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding Notwithstanding the provisions of Section 6.1 above3.3 to the contrary, the following special allocations of Net Profits, Net Losses and items thereof shall be made in given effect for purposes of maintaining the following order of priority:parties’ Capital Accounts. (a) Items If either party unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation Sections 1.704 -1(b)(2)(ii)(d)(4), 1.704 -1(b)(2)(ii)(d)(5) or 1.704 -1(b)(2)(ii)(d)(6), which result in a deficit Capital Account balance, items of income or and gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be specially allocated to the Members each such party in the an amount and manner and sufficient to eliminate, to the minimum extent required by the "minimum gain chargeback" provisions Treasury Regulations, the Capital Account deficit of such party as quickly as possible. For the purposes of this Section 3.4(a), each party’s Capital Account balance shall be increased by the sum of (i) the amount that party is obligated to restore pursuant to any provision of the Agreement, and (ii) the amount that party is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulation Section 1.704-2(fSections 1.704 -2(g)(1) and Treasury Regulation Section 1.704-2(i)(41.704 -2(i)(5). (b) All "nonrecourse deductions" (as defined in The “minimum gain chargeback” and “partner minimum gain chargeback” provisions of Treasury Regulation Sections 1.704 -2(f) and 1.704 -2(i)(4), respectively, are incorporated herein by reference and shall be given effect. In accordance with Treasury Regulation Section 1.704-2(b)(11.704 -2(i)(1)) of the Company for any year , deductions attributable to a “partner nonrecourse liability” shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, party that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to bears the Members in accordance with the provisions economic risk of Treasury Regulation Section 1.704-2(i)(1)loss for such liability. (c) Items If the allocation of income or gain deductions to either party would cause such party to have a deficit Capital Account balance at the end of any taxable year of the tax partnership (computed with after all other allocations provided for in this Article III have been made and after giving effect to the adjustments contained described in paragraphs subparagraph (ia) of Section 3.4), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period such deductions shall instead be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)other party. (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items Notwithstanding any other provision of income or gain (computed with the adjustments contained in paragraphs this Agreement, (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "“partner nonrecourse deductions" ” (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(52(i)), if any, of the Company shall be allocated for each period to the Partner that bears the economic risk of loss within the meaning of Treasury Regulations Section 1.704-2(i) and (6ii) “nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulations Section 1.752-3(a)), if any, of the Company shall be allocated to the Partners in accordance with their Percentage Interests. (b) This Agreement hereby includes “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Treasury Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Partners on a priority basis to the extent and in the manner required by such provisions. (c) To the extent that items of loss or deduction otherwise allocable to a Partner hereunder would cause such Partner to have an Adjusted Capital Account Deficit as of the end of the taxable year to which such items of loss or deduction relate (after taking into account the allocation of all items of income and gain for such taxable period), such items of loss or deduction shall not be allocated to such Partner and instead shall be allocated to the Partners in accordance with Section 5.1 as if such Partner were not a Partner. (d) If any Partner has an Adjusted Capital Account Deficit at the end of any taxable year, such Partner shall be specially allocated items of income and gain in the amount of such Adjusted Capital Account Deficit as quickly as possible, provided that an allocation pursuant to this Section 5.2(d) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 5.2(d) have been made as if Section 5.2(c) and this Section 5.2(d) were not in this Agreement. (e) Except as otherwise provided herein or as Any allocations required to be made pursuant to Section 5.2(a)-(d) of this Agreement (the “Regulatory Allocations”) (other than allocations, the effects of which are likely to be offset in the future by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit other Regulatory Allocations) shall be taken into account, to the extent permitted by the Treasury Regulations, in computing subsequent allocations of net profits or net losses pursuant to Section 5.1 so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the Members in extent possible, be equal to the same manner as are Net Profits and Net Losses; provided, however, amount that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related would have been allocated to each Partner pursuant to Section 5.1 had such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionRegulatory Allocations not occurred.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding Notwithstanding the provisions of Section 6.1 aboveParagraph 3.3 of this Exhibit C to the contrary, the following special allocations of Net Profits, Net Losses and items thereof shall be made in given effect for purposes of maintaining the following order of priorityMembers' respective Capital Accounts: (a) Items If either Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), which result in a deficit Capital Account balance, items of income or and gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be specially allocated to the Members each such Member in the an amount and manner and sufficient to eliminate, to the minimum extent required by the "minimum gain chargeback" provisions Treasury Regulations, the Capital Account deficit of Treasury Regulation such Member as quickly as possible. For the purposes of this Paragraph 3.4(a), each Member's Capital Account balance shall be increased by the sum of (i) the amount such Member is obligated to restore pursuant to any provision of the Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the respective penultimate sentences of Treas. Reg. Section Section 1.704-2(f2(g) (1) and Treasury Regulation Section 1.704-2(i)(42(i) (5). (b) All "nonrecourse deductions" (as defined If there is a net decrease in Treasury Regulation partnership minimum gain for a taxable year of the Company, each Member shall be allocated items of income and gain for that year equal to that Member's share of the net decrease in partnership minimum gain, all in accordance with Treas. Reg. Section 1.704-2(b)(12(f)) . If during a taxable year of the Company for there is a net decrease in partner nonrecourse debt minimum gain, any Member with a share of that partner nonrecourse debt minimum gain as of the beginning of the taxable year shall be allocated items of income and gain for the year (and, if necessary, for succeeding years) equal to that partner's share of the Members net decrease in partner nonrecourse debt minimum gain, all in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Treas. Reg. Section 1.704-2(b)(4)2(i) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1(4). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d6.2(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704704 of the Code, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding Notwithstanding the provisions of Section 6.1 aboveArticle 4, the following special allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained 2.1. If there is a net decrease in paragraphs (i)Company Minimum Gain during a Company taxable year, (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period then each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Member’s share of the Members net decrease in the manner and Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2). This Section 2.1 of this Exhibit E is intended to comply with the minimum extent required by the "minimum gain chargeback" provisions chargeback requirement of Treasury Regulation Regulations Section 1.704-2(f) and Treasury Regulation shall be interpreted consistently therewith. 2.2. If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, then each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Regulations Section 1.704-2(g)(2). This Section 2.2 of this Exhibit E is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Regulations Section 1.704-2(i)(4)) and shall be interpreted consistently therewith. (b) All "nonrecourse deductions" (as defined in Treasury Regulation 2.3. If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Regulations Section 1.704-2(b)(11(b)(2)(ii)(d)(4), (5) or (6), then items of income and gain shall be allocated to all such Members (in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member as quickly as possible. It is intended that this Section 2.3 of this Exhibit E qualify and be construed as a “qualified income offset” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. 2.4. If the allocation of any item of Net Losses to a Member as provided in Section 4.1 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of such items of Net Losses as will not create or increase an Adjusted Capital Account Deficit. The allocated item that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to the limitations of this Section 2.4 of this Exhibit E. 2.5. To the extent that an adjustment to the adjusted tax basis of any Company Asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Interest, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 2.6. The Nonrecourse Deductions for each taxable year of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) . 2.7. The Member Nonrecourse Deductions shall be allocated each year to the Members in accordance with Member that bears the provisions economic risk of Treasury Regulation loss (within the meaning of Regulations Section 1.7041.752-2(i)(1)2) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. (c) Items of income or gain (computed with the adjustments contained 2.8. The allocations set forth in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation this Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes 2 of this Section 5.02(dExhibit E (the “Regulatory Allocations”) only, by increasing the Member's Capital Account balance by the amount the Member is obligated are intended to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation comply with certain requirements of Regulations Sections 1.704-2(g)(11(b) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (62(i). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions (a) Notwithstanding any other provision of Section 6.1 abovethis Agreement, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priorityfor each Fiscal Year or other period: (ai) Items Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain (computed required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the adjustments contained “minimum gain chargeback” requirement in paragraphs Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith. (iii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the “partner nonrecourse debt minimum gain chargeback” requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (ii5) or (6), (iiiitems of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii), . (iv)) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement. (v) and (vi) of the definition of "Net Profits" and "Net Losses") Nonrecourse Deductions for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4)accordance with their Percentage Interests. (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Members in Member that bears the manner and Economic Risk of Loss with respect to the extent required by the "qualified income offset" provisions of Treasury Regulation Section Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-1(b)(2)(ii)(d2(i) or Treas. Reg. §1.704-2(k). (d) In no event shall Net Losses . If more than one Member bears the Economic Risk of the Company be allocated Loss with respect to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) onlyNonrecourse Debt, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit Nonrecourse Deductions attributable thereto shall be allocated to the between or among such Members in accordance with the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value ratios in which they share such Economic Risk of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionLoss.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income The Members intend that the allocations pursuant to this Section 9.4 shall be equivalent to allocations that are or gain (computed are deemed to be in accordance with the adjustments contained “partners interests in paragraphs (i), (ii), (iii), (iv), (vthe partnership” within the meaning of Regulations §§ 1.704-1(b) and (vi) of 1.704-2, and the definition of "Net Profits" and "Net Losses") for any taxable period Board shall be allocated to the Members make such changes in the manner allocations pursuant to this Section 9.4 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4)chargebacks. (b) All "nonrecourse deductions" Notwithstanding any provision of Section 9.3, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in Treasury clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 1.704-2(b)(19.4(b) shall instead be made to other Members pursuant to Section 9.3 to the extent not inconsistent with this Section 9.4(b)) . To the extent allocations of Losses cannot be made to any of the Company for any year Members because of this Section 9.4(b), such allocations shall be allocated made to the Members in accordance with their respective Percentage Interests; providedSection 9.3, howeveras applicable, that nonrecourse deductions attributable notwithstanding this Section 9.4(b). Allocations of Profits following any allocations of Losses subject to "partner nonrecourse debt" (as defined in Treasury Regulation this Section 1.704-2(b)(4)9.4(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members in accordance with the provisions of Treasury Regulation pursuant to this Section 1.704-2(i)(19.4(b). (c) Items A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of income or (a) the amount of such Member’s share of partnership minimum gain (computed with the adjustments contained as defined in paragraphs (i), (ii), (iii), (iv), (vRegulation §1.704-2(g)(l) and (vi3)) and (b) the amount of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account ’s share of partner nonrecourse debt minimum gain (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury as defined in Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and §1.704-2(i)(5)) ), and decreasing it decreased by the amounts specified reasonably expected adjustments, allocations and distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items Notwithstanding any other provision of income or gain (computed with the adjustments contained in paragraphs this Agreement, (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "“partner nonrecourse deductions" ” (as defined in Treasury Regulation Section 1.704-2(b)(1)2(i) of the Regulations), if any, of the Company shall be allocated for any year each period to the Member that bears the economic risk of loss within the meaning of Section 1.704-2(i) of the Regulations and (ii) “nonrecourse deductions” (as defined in Section 1.704-2(b) of the Regulations) and “excess nonrecourse liabilities” (as defined in Section 1.752-3(a) of the Regulations), if any, of the Company shall be allocated to the Members in accordance with their respective Distribution Percentage Interests; provided. (b) This Agreement is intended to comply with Section 704(b) of the Code and the Regulations thereunder as in effect on the Effective Date, however, that nonrecourse deductions attributable and shall be considered to "partner nonrecourse debt" (include a “Qualified Income Offset” and “Minimum Gain Chargeback,” as defined in Treasury Regulation such Regulations, and if any Net Profits or Net Losses are allocated pursuant to such a “Qualified Income Offset” or “Minimum Gain Chargeback,” then, subsequently, Net Profits and Net Losses shall, to the extent permitted by Section 1.704-2(b)(4704(b) of the Code and the Regulations thereunder, be allocated among the Members in the manner and to the extent necessary to effectuate the intent of the Members as indicated in Section 11.03(a)(iii), and the provisions of Sections 6.01 and 6.07 shall be adjusted accordingly. (c) To the extent that Net Loss or items of loss or deduction otherwise allocable to a Member hereunder would cause such Member to have an Adjusted Capital Account Deficit as of the end of the taxable year to which such Net Loss, or items of loss or deduction, relate (after taking into account the allocation of all items of income and gain for such taxable period), such Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)6.01 as if such Member were not a Member. (d) In no event If any Member has an Adjusted Capital Account Deficit at the end of any taxable year, each such Member shall Net Losses be specially allocated items of income and gain in the Company amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.02(d) shall be allocated made only to a Member if such allocation would cause or increase a negative balance in the extent such Member's ’s Adjusted Capital Account (determined Deficit would increase if all other allocations provided for purposes of in this Article VI were made as if Section 6.02(c) and this Section 5.02(d6.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified were not in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6)this Agreement. (e) Except as otherwise provided herein Any allocations required to be made pursuant to Sections 6.02(a), (c) or as required (d) (the “Regulatory Allocations”) (other than allocations, the effects of which are likely to be offset in the future by other Regulatory Allocations) shall be taken into account, to the extent permitted by Section 704(b) of the Code and the Regulations thereunder, in computing subsequent allocations of income, gain, loss or deduction pursuant to Section 7046.01 so that the net amount of any items so allocated and all other items allocated to each Member shall, for tax purposesto the extent possible, all be equal to the amount that would have been allocated to each Member pursuant to Section 6.01 had such Regulatory Allocations under this Section 6.02 not occurred. (f) The provisions of this Article VI (and other related provisions in this Agreement) pertaining to the allocation of items of Company income, gain, loss, deductions, and credits shall be interpreted consistently with the Regulations, and to the extent unintentionally inconsistent with such Regulations, shall be deemed to be modified to the extent necessary to make such provisions consistent with the Regulations. Recognizing the complexity of the allocations pursuant to this Article VI, the Managing Member is authorized to modify these allocations (including by making allocations of gross items of income, gain, lossloss or deduction rather than allocations of net items) to ensure that they achieve the intended results, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property extent permitted by Section 704(b) of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among Code and the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionRegulations thereunder.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items Notwithstanding any other provision of income or gain (computed with the adjustments contained in paragraphs this Agreement, (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "“partner nonrecourse deductions" ” (as defined in Treasury Regulation Regulations Section 1.704-2(b)(12(i)) ), if any, of the Company shall be allocated for any year each period to the Member that bears the economic risk of loss within the meaning of Regulations Section 1.704-2(i); and (ii) “nonrecourse deductions” (as defined in Regulations Section 1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Regulations Section 1.752-3(a)), if any, of the Company shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable Capital Percentages. (b) This Agreement shall be deemed to "include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt" (as defined in Treasury Regulation debt minimum gain chargeback” provisions within the meaning of the Regulations under Section 1.704-2(b)(4)704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Members on a priority basis to the extent and in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1)manner required by such provisions. (c) Items To the extent that Net Losses otherwise allocable to a Member under Section 6.01 would cause such Member to have an Adjusted Capital Account Deficit as of the end of the taxable year to which such Net Losses relate (after taking into account the allocation of all items of income or and gain (computed with the adjustments contained in paragraphs (ifor such taxable period), (ii), (iii), (iv), (v) and (vi) such Net Losses shall not be allocated to such Member. In the event some but not all of the definition Members would have Adjusted Capital Account Deficits as a consequence of "an allocation of Net Profits" Losses pursuant to Section 6.01, the limitation set forth in this Section 6.02(c) shall be applied on a Member by Member basis and "Net Losses") for Losses not allocable to any taxable period Member as a result of such limitation shall be allocated to the other Members in accordance with the manner and positive balances in such other Members’ Capital Accounts so as to allocate the extent required by the "qualified income offset" provisions of Treasury Regulation maximum permissible Net Losses to each Member under Section 1.704-1(b)(2)(ii)(d)) of the Regulations. (d) In no event shall Net Losses of the Company be allocated to a If any Member if such allocation would cause or increase a negative balance in such Member's has an Adjusted Capital Account (determined for purposes Deficit at the end of any taxable year, such Member shall be specially allocated items of income and gain in the amount of such Adjusted Capital Account Deficit as quickly as possible, provided that an allocation pursuant to this Section 5.02(d6.02(d) only, by increasing shall be made only if and to the Member's extent that such Member would have an Adjusted Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Deficit after all other allocations provided for in this Article 6 have been made as if Section 1.704-1(b)(2)(ii)(c6.02(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1this Section 6.02(d) and 1.704-2(i)(5)) and decreasing it by the amounts specified were not in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6)this Agreement. (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when Notwithstanding the Company is not a DRE, notwithstanding the foregoing provisions of Section 6.1 abovethis Article VI, the following special allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained If there is a net decrease in paragraphs (i)Company Minimum Gain during a Company taxable year, (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period then each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Member’s share of the Members net decrease in the manner and Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g)(2). This Section 6.2(a) is intended to comply with the minimum extent required by the "minimum gain chargeback" provisions chargeback requirement of Treasury Regulation Regulations Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4)shall be interpreted consistently therewith. (b) All "nonrecourse deductions" (as defined If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(b)(12(i)(5), shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Regulations Section 1.704-2(g)(2). This Section 6.2(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be allocated to all such Members (in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member as quickly as possible. It is intended that this Section 6.2(c) qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d). (d) If the allocation of Loss (or items of loss or deduction) to a Member as provided in Section 6.1 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Loss as will not create or increase an Adjusted Capital Account Deficit. The Loss that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to the limitations of this Section 6.2(d). (e) To the extent that an adjustment to the adjusted tax basis of any Company Asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Company Interest, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (f) The Nonrecourse Deductions for each taxable year of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" . (as defined in Treasury Regulation Section 1.704-2(b)(4)g) The Member Nonrecourse Deductions shall be allocated each year to the Members in accordance with Member that bears the provisions economic risk of loss (within the meaning of Treasury Regulation Regulations Section 1.7041.752-2(i)(1)2) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. (ch) Items of income or gain The allocations set forth in Sections 6.2(a) through (computed with the adjustments contained in paragraphs (ig), (ii)inclusive, (iii), (iv), (vthe “Regulatory Allocations”) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated are intended to the Members in the manner and to the extent required by the "qualified income offset" provisions comply with certain requirements of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Regulations Sections 1.704-2(g)(11(b) and 1.704-2(i)(52(i)) and decreasing it by . Notwithstanding the amounts specified provisions of Section 6.1(b), the Regulatory Allocations shall be taken into account in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all allocating other items of income, gain, loss, loss and deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as that, to take account the extent possible, the net amount of such allocations of other items and the variation between Regulatory Allocations to each Member shall be equal to the adjusted basis of net amount that would have been allocated to each such Member if the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionRegulatory Allocations had not occurred.

Regulatory Allocations. For all periods when the (i) If there is a net decrease in (1) Company is not a DRE, notwithstanding the provisions of Section 6.1 aboveMinimum Gain or (2) Member Minimum Gain during any Fiscal Year, the following allocations Members shall be allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with Treasury Regulation Section 1.704-2(f) or Section 1.704-2(i)(4), as applicable. It is intended that this Section 7.4(a)(i) qualify and be construed as a "minimum gain chargeback" and a "chargeback of partner nonrecourse debt minimum gain" within the meaning of such regulations, which shall be controlling in the event of a conflict between such regulations and this Section 7.4(a)(i). (ii) Any Nonrecourse Deductions for any Fiscal Year shall be allocated to the Members in proportion to their Capital Contributions. Any Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member(s) who bears the economic risk of loss (within the meaning of Treasury Regulation 1.702-2) with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable, in accordance with Treasury Regulation Section 1.704-2(i). (iii) If any Member unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(d), to the Member in an amount and manner sufficient to eliminate, to the extent required by such Regulation, the Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended that this Section 7.4(a)(iii) qualify and be construed as a "qualified income offset" within the meaning of Treasury Regulation 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulation and this Section 7.4(a)(iii). (iv) If, and only to the extent, any allocation of Net ProfitsLoss would cause or increase an Adjusted Capital Account Deficit as to any Member, such allocation of Net Losses and items thereof Loss shall be made reallocated among the other Members in accordance with their respective Percentage Interests, subject to the following order limitations of priority:this Section 7.4(a)(iv). (av) Items of income or gain (computed with the adjustments contained The allocations set forth in paragraphs (iSections 7.4(a)(i), (ii), (iii), (iv), (v) and (viiv) of (the definition of "Net Profits" and "Net LossesRegulatory Allocations") for any taxable period shall be allocated are intended to comply with certain regulatory requirements, including the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions requirements of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(11(b) and 1.704-2(i)(5)) and decreasing it by 2. Notwithstanding the amounts specified provisions of Section 7.1, the Regulatory Allocations shall be taken into account in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all allocating other items of income, gain, loss, loss and deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as that, to take account the extent possible, the net amount of such allocations of other items and the variation between Regulatory Allocations to each Member shall be equal to the adjusted basis of net amount that would have been allocated to each such Member if the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionRegulatory Allocations had not occurred.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items Minimum Gain Chargeback. Notwithstanding any other provision of this Agreement (except as provided in Section 7.4(b) below), if there is a net decrease in Minimum Gain for a Partnership taxable year, each Partner shall be allocated, before any other allocation of Partnership items for such taxable year, items of income and gain for such year (and, if necessary, for subsequent years) in proportion to, and to the extent of, the amount of such Partner's share of the net decrease in Minimum Gain during such year. The income allocated pursuant to this Section 7.4(a) in any taxable year shall consist first of gains recognized from the disposition of property subject to one or more nonrecourse liabilities of the Partnership, and any remainder shall consist of a pro rata portion of other items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4)Partnership. (b) All "nonrecourse deductions" Exceptions to Section 7.4(a). The allocation otherwise required pursuant to Section 7.4(a) shall not apply to a Partner to the extent that: (as defined in Treasury Regulation Section 1.704-2(b)(1)a) such Partner's share of the Company for any year shall be allocated net decrease in Minimum Gain is caused by a guarantee, refinancing or other change in the instrument evidencing a nonrecourse debt of the Partnership which causes such debt to become a partially or wholly recourse debt or a Partner Nonrecourse Debt, and such Partner bears the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" economic risk of loss (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to within the Members in accordance with the provisions meaning of Treasury Regulation Section 1.7041.752-2(i)(1). 2) for such changed debt; (cb) Items such Partner's share of income or gain (computed with the adjustments contained net decrease in paragraphs (i)Minimum Gain results from the repayment of a nonrecourse liability of the Partnership, (ii), which repayment is made using funds contributed by such Partner to the capital of the Partnership; (iii)) the IRS, (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c2(f)(4), waives the requirement of such allocation in response to a request for such waiver made by the General Partner on behalf of the Partnership (which request the General Partner may or may not make, in its sole discretion, if it determines that the Partnership would be eligible therefor); or (iv) and the amount the Member is deemed obligated to restore additional exceptions to the Company requirement of such allocation are established by revenue rulings issued by the IRS pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (62(f)(5). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related which exceptions apply to such property for tax purposes shall be allocated among the Members so Partner, as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected determined by the Board of Managers General Partner in their its sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the (a) The following allocations of Net Profits, Net Losses and items thereof shall be made in accordance with and to the following order of priority:extent required by Regulations Sections 1.704-2(f), 1.704-2(i), and 1.704-1(b)(2)(ii)(d). (ai) Items of income or If there is a net decrease in partnership minimum gain during a Partnership Year (computed determined in accordance with the adjustments contained in paragraphs (iRegulations Section 1.704-2(d)), (ii), (iii), (iv), (v) items of Partnership gross income and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period gain shall be allocated to the Members Partners as quickly as possible in the amounts and manner and described in Section 1.704-2(f) of the Regulations. This provision is intended to comply with the minimum extent required by gain chargeback requirement relating to any nonrecourse liability of the "minimum gain chargeback" provisions of Treasury Regulation Partnership set forth in Regulations Section 1.704-2(f) and Treasury Regulation shall be interpreted consistently therewith. (ii) If there is a net decrease in partner nonrecourse debt minimum gain during a Partnership Year (determined in accordance with Regulations Section 1.704-2(i)(3)), items of Partnership gross income and gain shall be allocated as quickly as possible to those Partners who had a share of such partner nonrecourse debt minimum gain at the end of the preceding Partnership fiscal year (determined in accordance with Regulations Section 1.704-2(i)(5)) in the amounts and manner described in Regulations Section 1.704-2(i)(4). This provision is intended to comply with the minimum gain chargeback requirement relating to partner nonrecourse debt set forth in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (biii) All If a Partner unexpectedly receives an adjustment, allocation or distribution described in Section 1.704-1(b)(2)(ii)(d) of the Regulations which creates or increases a deficit balance in its Capital Account in excess of the sum (with respect to each Partner, such Partner's "Permissible Capital Account Deficit") of such Partner's share of the partnership minimum gain (as determined at the end of such Partnership Year in accordance with Regulations Section 1.704-2(g)), such Partner's share of the partner nonrecourse deductions" debt minimum gain (as determined at the end of such Partnership Year in accordance with Regulations Section 1.704-2(i)(3)), and such Partner's deficit Capital Account restoration obligation hereunder, if any, then items of Partnership gross income and gain shall be allocated to such Partner as quickly as possible to eliminate such excess, as required by Regulations Section 1.704-1(b)(2)(ii)(d), provided that an allocation pursuant to this provision shall be made only if and to the extent such excess would exist after all other allocations provided for in this Article 4 have been tentatively made for such Partnership Year as if this provision were not in this Agreement. This provision is intended to comply with the qualified income offset requirement set forth in Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) Notwithstanding anything in this Agreement to the contrary, all items of Partnership gross deduction and loss attributable to a partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Regulations Section 1.704-2(b)(4)) shall be allocated to the Members Partner or Partners that bear the economic risk of loss for such partner nonrecourse debt in accordance with the provisions of Treasury Regulation Regulations Section 1.704-2(i)(1). (b) The allocations required by Sections 4.4(b) and 4.6(a)(iii) hereof (the "QIO Allocations") are intended to comply with certain requirements of the Regulations. It is the intent of the Partners that, to the extent permissible under the Regulations, all QIO Allocations shall be offset either with other QIO Allocations or with special allocations of other items of Partnership gross income, gain, loss or deduction pursuant to this Section 4.6(b). Therefore, notwithstanding any other provision of this Article 4 (other than Section 4.6(a)), the General Partners shall make such offsetting special allocations of Partnership gross income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Partner's Capital Account balance is, to the extent possible, equal to the Capital Account balance such Partner would have had if the QIO Allocations were not part of this Agreement and all Partnership items were otherwise allocated pursuant to Section 4.4(a) hereof. (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of Partnership gross income, gain, loss, or deduction or credit specially allocated pursuant to this Section 4.6 shall not be taken into account in determining Net Income and Net Loss. (d) Subject to Section 1.3(b), the General Partner may, without the consent of any Limited Partner, amend the provisions of this Agreement and the manner in which tax items are allocated to the Members in the same manner as are Net Profits extent necessary to comply with Regulations Sections 1.704-1(b) and Net Losses-2; provided, however, that any such amendment may be made only if it is not likely to have a material effect on the Carrying Value of amounts distributable to any property Partner pursuant to Article 7 hereof upon the liquidation of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionPartnership.

Regulatory Allocations. For all periods when the (A) If there is a net decrease in Company is not a DRE, notwithstanding the provisions of Section 6.1 aboveMinimum Gain or Member Minimum Gain during any fiscal year, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period Members shall be allocated to the Members items of Company income and gain for such year (and, if necessary, for subsequent years) in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation accordance with Regulations Section 1.704-2(f) and Treasury Regulation Section or 1.704-2(i)(4), as applicable. It is intended that this Section 4.3(c)(i)(A) qualify and be construed as a “minimum gain chargeback” and a “chargeback of partner nonrecourse debt minimum gain” within the meaning of such Regulations, which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (bB) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company Any Nonrecourse Deductions for any fiscal year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be specially allocated to the Members in accordance with the provisions number and type of Treasury Regulation their Units. Any Member Nonrecourse Deductions for any fiscal year shall be specially allocated to the Member(s) who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable, in accordance with Regulations Section 1.704-2(i)(12(i). (cC) Items of income If any Member unexpectedly receives an adjustment, allocation or gain (computed with the adjustments contained distribution described in paragraphs (iRegulations Section 1.704-1(b)(2)(ii)(d)(4), (ii5) or (6), items of Company income and gain shall be allocated, in accordance with Regulations Section 1.704-1(b)(2)(ii) (iiid), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members Member in the an amount and manner and sufficient to eliminate, to the extent required by such Regulations, the "Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended that this Section 4.3(c)(i)(C) qualify and be construed as a “qualified income offset" provisions ” within the meaning of Treasury Regulation Section Regulations 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(C). (dD) In no event shall To the extent any allocation of Net Losses of the Company be allocated to a Member if such allocation Loss would cause or increase a negative balance in such Member's an Adjusted Capital Account (determined for purposes Deficit as to any Member, such allocation of Net Loss shall be reallocated among the other Members in accordance with the number and type of their respective Units, subject to the limitations of this Section 5.02(d4.3(c)(i)(D). (E) onlyThe allocations set forth in Sections 4.3(c)(i)(A), by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c(B), (C) and (D) (the amount “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation requirements of Regulations Sections 1.704-2(g)(11(b) and 1.704-2(i)(52. Notwithstanding the provisions of Section 4.3(b)) and decreasing it by , the amounts specified Regulatory Allocations shall be taken into account in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all allocating other items of income, gain, loss, loss and deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as that, to take account the extent possible, the net amount of such allocations of other items and the variation between Regulatory Allocations to each Member shall be equal to the adjusted basis of net amount that would have been allocated to each such Member if the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionRegulatory Allocations had not occurred.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the The following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priorityorder: (a) Items To the extent required by Section 1.704-2(f) of the Treasury Regulations, if there is a net decrease in “partnership minimum gain” (within the meaning of Section 1.704-2(b)(2) of the Treasury Regulations) in a Fiscal Year, then each Member shall be specially allocated items of income and gain (including gross income) arising during that Fiscal Year (and if necessary subsequent Fiscal Years), equal to such Member’s share of the net decrease in partnership minimum gain. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Treasury Regulations. If, in any Fiscal Year that has such a net decrease, the minimum gain chargeback requirement would cause a distortion in the economic arrangement between the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Management Committee may in its reasonable discretion seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Section 1.704-2(f)(4) of the Treasury Regulations. This Section 6.02(a) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith. (b) If there is a net decrease in “partner nonrecourse debt minimum gain” (within the meaning of Section 1.704 2(i)(4) of the Treasury Regulations) in any Fiscal Year, then each Member that has a share of the “partner nonrecourse debt minimum gain” as of the beginning of the Fiscal Year shall be specially allocated items of income and gain arising during that Fiscal Year (and if necessary subsequent Fiscal Years) to the extent required by Section 1.704-2(i)(4) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. A Member shall not be subject to this provision to the extent that an exception is provided by Section 1.704-2(i)(4) of the Treasury Regulations and any administrative guidance issued by the Internal Revenue Service with respect thereto. Any “partner nonrecourse debt minimum gain” allocated pursuant to this provision shall consist of first, gains recognized from the disposition of Assets subject to “partner nonrecourse debt” (within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations), and, second, if necessary, a pro rata portion of the Company’s other items of income or gain (computed including gross income) for that Fiscal Year (and if necessary subsequent Fiscal Years). This Section 6.02(b) is intended to comply with the adjustments contained minimum gain chargeback requirement in paragraphs (i), (ii), (iii), (iv), (v) and (viSection 1.704-2(i)(4) of the definition Treasury Regulations and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Section 1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6) of "Net Profits" the Treasury Regulations, which creates a negative Adjusted Capital Account Balance for its Capital Account, then items of Company income and "Net Losses"gain (consisting of a pro rata portion of each item of Company income, including gross income and gain for such Fiscal Year and, if necessary, for subsequent Fiscal Years) from Business conducted by the Company shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the negative Adjusted Capital Account Balance so created as quickly as possible; provided that an allocation pursuant to this Section 6.02(c) shall be made if and only to the extent that such Member would have a negative Adjusted Capital Account Balance after all other allocations provided for in this ARTICLE VI have been tentatively made as if this Section 6.02(c) were not in the Agreement. It is the intent that this Section 6.02(c) be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (d) If there are any taxable period “nonrecourse deductions” (within the meaning of Sections 1.704-2(b)(1) and 1.704-2(c) of the Treasury Regulations) in a Fiscal Year, then each Member shall be allocated an amount of such nonrecourse deductions as determined by the Management Committee to be consistent with the allocations of related or similar items under this ARTICLE VI and with Section 1.704-2 of the Treasury Regulations. (e) If there are any “partner nonrecourse deductions” (within the meaning of Section 1.704-2(i)(1) of the Treasury Regulations) in a Fiscal Year, then such deductions shall be allocated to the Members in Member that bears the manner and to Economic Risk of Loss for the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "“partner nonrecourse debt" liability” (as defined in Treasury Regulation within the meaning of Section 1.704-2(b)(4)) of the Treasury Regulations) to which the deductions are attributable. If more than one Member bears the Economic Risk of Loss for such “partner nonrecourse liability,” the “partner nonrecourse deductions” attributable to such “partner nonrecourse liability” shall be allocated between the Members according to the proportion in which they bear such Economic Risk of Loss. (f) To the extent an adjustment to the adjusted Tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Treasury Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustments to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of such asset) or loss (if the adjustment decreases the basis of such asset) and such gain or loss shall be specially allocated between the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to Section 1.704-1(b)(2)(iv)(m) of the Treasury Regulations. (g) The Net Losses allocated pursuant to Section 6.01 shall not exceed the maximum amount of Net Losses, losses or deductions that can be so allocated without causing any Member to have a negative Adjusted Capital Account Balance at the end of any Fiscal Year. If some, but not all, of the Members would have a negative Adjusted Capital Account Balance as a consequence of such allocations, the limitation set forth in the preceding sentence shall be applied on a Member-by-Member basis so as to allocate the maximum permissible Net Losses and items of loss and deduction to each Member under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. All Net Losses in excess of the limitation set forth in this Section 6.02(g) shall be allocated to the Members in proportion to their respective positive Adjusted Capital Account Balances, if any, and thereafter to the Members in accordance with their interests as determined by the provisions Management Committee in its reasonable discretion. If any Member would have a negative Adjusted Capital Account Balance at the end of any Fiscal Year, the Capital Account of such Member shall be specially credited with items of Company income (including gross income) and gain from Business conducted by the Company in the amount of such excess as quickly as possible. (h) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i1(b)(2)(iv)(s)(3), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (61(b)(4)(x). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Prior to making any allocations under Section 6.1 above6.5 for each taxable year or applicable portion thereof, the following allocations of Net Profitsitems of income, Net Losses and items thereof gain, loss or deduction comprising Profit or Loss shall be made in the following order of prioritymade: (a) Items of income In the event any Member unexpectedly receives any adjustments, allocations, or gain (computed with the adjustments contained distributions described in paragraphs (iRegulations Sections l.704-l(b)(2)(ii)(d)(4), (ii5), (iii), (iv), (v) and (vi6) of the definition Treasury Regulations, which create or increase a deficit balance in such Member’s Adjusted Capital Account, then items of "Net Profits" Company income and "Net Losses"gain shall be specially allocated to the Capital Account of such Member in an amount and manner sufficient to eliminate the deficit balance of such Adjusted Capital Account so created as quickly as possible. This Section 6.5(a) is intended to comply with the alternate test for economic effect set forth in Section 1.704-l(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. (b) If there is a net decrease in “partnership minimum gain” (as such term is used in Treasury Regulations Section 1.704-2(d)) during a taxable year or applicable portion thereof of the Company, then, the Capital Account of each Member shall be allocated items of income and gain for such year (and if necessary for subsequent years) equal to that Member’s share of the net decrease in such partnership minimum gain determined in accordance with Treasury Regulations Section 1.704-2(g). This Section 6.5(b) is intended to comply with the minimum gain chargeback requirement of Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith. (c) Any “partner nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-2(i)) shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). If there is a net decrease in “partner nonrecourse debt minimum gain” (as such term is used in Treasury Regulations Section 1.704-2(i)(3)) during any taxable period year or applicable portion thereof, each Member that has a share of such partner nonrecourse debt minimum gain, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Member’s share of the net decrease in partner nonrecourse debt minimum gain, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 6.5(c) is intended to comply with the minimum gain chargeback requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (d) To the extent an adjustment to the adjusted tax basis of any Company asset under Sections 732(d), 734(b) or 743(b) of the Code is required to be taken into account in determining Capital Accounts under Treasury Regulations Section 1.704-1(b)(2)(iv)(m), the items of gain or loss deemed to arise from such adjustment will be specially allocated to the Members in a manner consistent with the manner and in which their Capital Accounts are required to the minimum extent required by the "minimum gain chargeback" provisions of be adjusted under Treasury Regulation Regulations Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(41(b)(2)(iv)(m). (be) All "Any “nonrecourse deductions" ” (as defined in Treasury Regulation Regulations Section 1.704-1.704- 2(b)(1)) of the Company for any taxable year or applicable portion thereof, and any “excess nonrecourse liabilities” (as defined in Treasury Regulations Section 1.752-3(a)(3)), shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable entitlement to "partner nonrecourse debt" (as defined in Treasury Regulation distributions under Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation 6.1 and Section 1.704-2(i)(1)6.2. (cf) Items of income or gain (computed with the adjustments contained The allocations set forth in paragraphs (ithis Section 6.5(a), (iib), (iii), (iv), (vc) and (vid) (the “Regulatory Allocations”), are intended to comply with certain requirements of the definition Treasury Regulations. Notwithstanding any other provisions of "Net Profits" and "Net Losses") for any taxable period this ARTICLE 6 (other than the Regulatory Allocations), the Regulatory Allocations shall be allocated to the Members taken into account in the manner allocating other profits, losses, and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all other items of income, gain, loss, loss and deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as that, to take account the extent possible, the net amount of such allocations of other profits, losses and other items and the variation between Regulatory Allocations to each Member shall be equal to the adjusted basis of net amount that would have been allocated to each such Member if the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionRegulatory Allocations had not occurred.

Regulatory Allocations. For all periods when Notwithstanding the Company is not a DRE, notwithstanding the foregoing provisions of Section 6.1 abovethis Article 6, the following special allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with 6.2.1 If there is a net decrease in Company Minimum Gain during a Company taxable year, then, to the adjustments contained in paragraphs (iextent required by Regulations Section 1.704-2(f), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Member’s share of the Members net decrease in the manner and Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2). This Section 6.2.1 is intended to comply with the minimum extent required by the "minimum gain chargeback" provisions chargeback requirement of Treasury Regulation Regulations Section 1.704-2(f) and Treasury Regulation shall be interpreted consistently therewith. 6.2.2 If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall, to the extent required by Regulations Section 1.704-2(i)(4). , be specially allocated items of Company income and gain for such taxable year (band, if necessary, subsequent years) All "nonrecourse deductions" (as defined in Treasury Regulation an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Regulations Section 1.704-2(b)(12(g)(2). This Section 6.2.2 is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. 6.2.3 If any Member unexpectedly receives an adjustment, allocation, or distribution of the Company type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), and after receiving such adjustment, allocation, or distribution, such Member has an Adjusted Capital Account Deficit, items of income and gain shall be allocated to all such Members (in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member as quickly as possible. This Section 6.2.3 is intended to constitute a “qualified income offset” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. 6.2.4 If the allocation of Net Loss to a Member as provided in Section 6.1 would create or increase an Adjusted Capital Account Deficit for such Member, there shall be allocated to such Member only that amount of Net Loss as will not create or increase an Adjusted Capital Account Deficit. The Net Loss that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to the limitations of this Section 6.2.4. If, after the allocation of Net Loss pursuant to the preceding two sentences, no additional amount of Net Loss can be allocated to any year Member without creating or increasing an Adjusted Capital Account Deficit for such Member, then Net Loss shall be allocated to the Members in accordance with their respective relative Percentage Interests; provided, however, that nonrecourse deductions attributable . This Section 6.2.4 is intended to "partner nonrecourse debt" (as defined implement the alternate test for economic effect set forth in Treasury Regulation Regulations Section 1.704-2(b)(41(b)(2)(ii)(d) and shall be interpreted consistently therewith. 6.2.5 To the extent that an adjustment to the adjusted tax basis of any Company Asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 6.2.6 The Nonrecourse Deductions for each taxable year of the Company shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1)proportion to their Percentage Interests. (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period 6.2.7 The Member Nonrecourse Deductions shall be allocated each year to the Members in Member that bears the manner and economic risk of loss (within the meaning of Regulations Section 1.752-2) for the Member Nonrecourse Debt to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)which such Member Nonrecourse Deductions are attributable. 6.2.8 The allocations set forth in Sections 6.2.1, 6.2.2, 6.2.3, 6.2.4, 6.2.5, 6.2.6 and 6.2.7 (dthe “Regulatory Allocations”) In no event shall Net Losses are intended to comply with certain requirements of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Regulations Sections 1.704-2(g)(11(b) and 1.704-2(i)(5)) and decreasing it 2. Notwithstanding the provisions of Section 6.1.2, the Regulatory Allocations shall be taken into account by the amounts specified Board of Managers in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all specially allocating other items of income, gain, loss, loss and deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as that, to take account the extent possible, the net amount of such allocations of other items and the variation between Regulatory Allocations to each Member shall be equal to the adjusted basis of net amount that would have been allocated to each such Member if the property for tax purposes and Regulatory Allocations had not occurred. In exercising its Carrying Value in the manner provided for discretion under Code this Section 704(c) using any permitted method as selected by 6.2.8, the Board of Managers in their sole discretionshall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items Notwithstanding any other provision of income or gain (computed with the adjustments contained in paragraphs this Agreement, (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "“partner nonrecourse deductions" ” (as defined in Treasury Regulation Regulations Section 1.704 2(i)), if any, of the Company shall be allocated for each period to the Member that bears the economic risk of loss within the meaning of Regulations Section 1.704-2(b)(12(i) and (ii) “nonrecourse deductions” (as defined in Regulations Section 1.704 2(b)) and “excess nonrecourse liabilities” (as defined in Regulations Section 1.752-3(a)), if any, of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable . (b) This Agreement shall be deemed to "include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt" debt minimum gain chargeback” provisions within the meaning of the Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Members on a priority basis to the extent and in the manner required by such provisions. (c) To the extent that Net Loss or items of loss or deduction otherwise allocable to a Member hereunder would cause such Member to have an Adjusted Capital Account Deficit as defined in Treasury Regulation Section 1.704-2(b)(4of the end of the taxable year to which such Net Loss, or items of loss or deduction, relate (after taking into account the allocation of all items of income and gain for such taxable period)) , such Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)6.01 as if such Member were not a Member. (d) In no event If any Member has an Adjusted Capital Account Deficit at the end of any taxable year, each such Member shall Net Losses be specially allocated items of income and gain in the amount of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Adjusted Capital Account (determined for purposes of Deficit as quickly as possible, provided that an allocation pursuant to this Section 5.02(d6.02(d) only, by increasing shall be made only if and to the Member's extent that such Member would have a Adjusted Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Deficit after all other allocations provided for in this Article VI have been made as if Section 1.704-1(b)(2)(ii)(c6.02(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1this Section 6.02(d) and 1.704-2(i)(5)) and decreasing it by the amounts specified were not in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6)this Agreement. (e) Except as otherwise provided herein or as Any allocations required to be made pursuant to Sections 6.02(a)-(d) (the “Regulatory Allocations”) (other than allocations, the effects of which are likely to be offset in the future by Code Section 704other Regulatory Allocations) shall be taken into account, for tax purposesto the extent permitted by the Regulations, all items in computing subsequent allocations of income, gain, loss, loss or deduction or credit shall be pursuant to Section 6.01 so that the net amount of any items so allocated and all other items allocated to each Member shall, to the Members in extent possible, be equal to the same manner as are Net Profits and Net Losses; provided, however, amount that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related would have been allocated to each Member pursuant to Section 6.01 had such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for Regulatory Allocations under Code this Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion6.02 not occurred.

Regulatory Allocations. For all periods when the Company is not a DRE, The rules of this section 5.4 shall apply notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority:section 5.2. (a) Items of income or gain Nonrecourse deductions (computed with within the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) meaning of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)Regulations) shall be allocated to the Members in accordance with proportion to their respective Residual Percentages. (b) If for the provisions subject Accounting Period there is a net decrease in the Company’s partnership minimum gain (within the meaning of Treasury Regulation Section 1.704-2(i)(1the Regulations), then, except to the extent permitted by clause 2(f)(2), (3), (4) or (5) of the Regulations, items of income and gain for such Accounting Period (and, if necessary, subsequent Accounting Periods) shall be allocated to each Member to the extent of such Member’s share of such net decrease (calculated pursuant to the Regulations), the order of such allocations and the particular items comprising such amounts being determined in the manner described in the Regulations (this provision being intended to constitute a minimum gain chargeback provision within the meaning of the Regulations). (c) Items Partner nonrecourse deductions (within the meaning of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (vclauses 2(i)(1) and (vi2(i)(2) of the definition of "Net Profits" and "Net Losses"Regulations, applied after taking section 5.3 into account) for any taxable period shall be allocated to as prescribed by clause 2(i)(1) of the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)Regulations. (d) In no event shall Net Losses If for the subject Accounting Period there is a net decrease in the Company’s partner nonrecourse debt minimum gain (within the meaning of the Company Regulations, applied after taking section 5.3 into account), then, except to the extent permitted by clause 2(i)(4) of the Regulations, items of income and gain for such Accounting Period (and, if necessary, subsequent Accounting Periods) shall be allocated to a each Member if such allocation would cause or increase a negative balance in to the extent of such Member's Capital Account ’s share of such net decrease (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore calculated pursuant to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) Regulations), the order of such allocations and the amount particular items comprising such amounts being determined in the Member is deemed obligated manner described in the Regulations (this provision being intended to restore conform to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1requirements of clause 2(i)(4) and 1.704-2(i)(5)) and decreasing it by of the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6Regulations). (e) Except as otherwise provided herein or as required For purposes of this section 5.4, capital accounts shall be reduced by Code Section 704, for tax purposes, all items distributions prior to the end of income, gain, loss, deduction or credit the Accounting Period involved. (f) Depreciation recapture income shall be allocated to in accordance with the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value principles of any property Treasury Regulations section 1.1245-1(e). (g) For purposes of calculating Members’ shares of “excess nonrecourse liabilities” of the Company differs from its adjusted basis for tax purposes(within the meaning of Treas. Reg. §1.752-3), then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so intend that they be considered as to take account sharing profits of the variation between the adjusted basis of the property for tax purposes and its Carrying Value Company in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in proportion to their sole discretionrespective Residual Percentages.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding Notwithstanding the provisions of Section 6.1 above3.3 to the contrary, the following special allocations of Net Profits, Net Losses and items thereof shall be made in given effect for purposes of maintaining the following order of priority:parties' Capital Accounts. (a) Items of income If either party unexpectedly receives any adjustments, allocations, or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined distributions described in Treasury Regulation Section Sections 1.704-2(b)(11(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), which result in a deficit Capital Account balance, items of the Company for any year income and gain shall be specially allocated to the Members each such party in accordance with their respective Percentage Interests; providedan amount and manner sufficient to eliminate, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of Regulations, the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for deficit of such party as quickly as possible. For the purposes of this Section 5.02(d) only3.4(a), by increasing the Membereach party's Capital Account balance shall be increased by the sum of (i) the amount the Member that party is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(cany provision of the Agreement, and (ii) and the amount the Member that party is deemed to be obligated to restore pursuant to the Company pursuant to penultimate sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5). (b) The "minimum gain chargeback" and "partner minimum gain chargeback" provisions of Treasury Regulation Sections 1.704-2(f) and decreasing it 1.704-2(i)(4), respectively, are incorporated herein by the amounts specified in reference and shall be given effect. In accordance with Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4)(5) and (62(i)(1). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit deductions attributable to a "partner nonrecourse liability" shall be allocated to the Members in party that bears the same manner as are Net Profits and Net Losses; provided, however, that if economic risk of loss for such liability. (c) If the Carrying Value allocation of deductions to either party would cause such party to have a deficit Capital Account balance at the end of any property taxable year of the Company differs from its adjusted basis tax partnership (d) (after all other allocations provided for tax purposesin this Article III have been made and after giving effect to the adjustments described in subparagraph (a) of Section 3.4), then items of income, gain, loss, deduction or credit related to such property for tax purposes deductions shall instead be allocated among to the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionother party.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items Notwithstanding any other provision of income or gain (computed with the adjustments contained in paragraphs this Agreement, (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "“partner nonrecourse deductions" ” (as defined in Treasury Regulation Section Regulations §1.704-2(b)(12(i)) ), if any, of the Company shall be allocated for any year each period to the Member that bears the economic risk of loss within the meaning of Treasury Regulations §1.704-2(i) and (ii) “nonrecourse deductions” (as defined in Treasury Regulations §1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulations §1.752-3(a)), if any, of the Company shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable . (b) This Agreement shall be deemed to "include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt" debt minimum gain chargeback” provisions within the meaning of the Code §704(b). Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Members on a priority basis to the extent and in the manner required by such provisions. (c) To the extent that Net Loss or items of loss or deduction otherwise allocable to a Member hereunder would cause such Member to have an Adjusted Capital Account Deficit as defined in Treasury Regulation Section 1.704-2(b)(4of the end of the taxable year to which such Net Loss, or items of loss or deduction, relate (after taking into account the allocation of all items of income and gain for such taxable period)) , such Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) 5.4 as if such Member were not a Member and (vi) of the definition of "Net Profits" and "Net Losses") for prior to any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation allocation under Section 1.704-1(b)(2)(ii)(d5.5(d). (d) In no event shall Net Losses of the Company be allocated to a If any Member if such allocation would cause or increase a negative balance in such Member's has an Adjusted Capital Account (determined for purposes Deficit at the end of any taxable year, each such Member shall be specially allocated items of income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 5.02(d5.5(d) only, by increasing shall be made only if and to the Member's extent that such Member would have an Adjusted Capital Account balance by Deficit in excess of such sum after all other allocations provided for in this ARTICLE V have been made as if the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation “qualified income offset provision” described in Section 1.704-1(b)(2)(ii)(c5.5(b) did not apply and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1Section 5.5(d) and 1.704-2(i)(5)) and decreasing it by the amounts specified were not in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6)this Agreement. (e) Except as otherwise provided herein or as Any allocations required to be made pursuant to Section 5.5(a) through Section 5.5(d) (the “Regulatory Allocations”) (other than allocations, the effects of which are likely to be offset in the future by Code Section 704other Regulatory Allocations) shall be taken into account, for tax purposesto the extent permitted by the Treasury Regulations, all items in computing subsequent allocations of income, gain, loss, loss or deduction or credit shall be pursuant to Section 5.4 so that the net amount of any items so allocated and all other items allocated to each Member shall, to the Members in extent possible, be equal to the same manner as are Net Profits and Net Losses; provided, however, amount that if would have been allocated to each Member pursuant to Section 5.4 had such Regulatory Allocations under this Section 5.5 not occurred. (f) It is intended that prior to a distribution of the Carrying Value of any property proceeds from a liquidation of the Company differs from its adjusted basis for tax purposespursuant to Section 5.2, then the positive Capital Account balance of each Member shall be equal to the amount that such Member is entitled to receive pursuant to Section 11.3. Accordingly, notwithstanding anything to the contrary in this ARTICLE V, to the extent permissible under Code §704(b) and the Treasury Regulations thereunder, Net Profit and Net Loss and, if necessary, items of incomegross income and gross deductions, gainof the Company for the year of liquidation of the Company (or, lossif earlier, deduction the year in which all or credit related to such property for tax purposes substantially all of the Company’s assets are sold, transferred or disposed of) shall be allocated among the Members so as to take account bring the positive Capital Account balance of each Member as close as possible to the variation between amount that such Member would receive if the adjusted basis of Company were liquidated and all the property for tax purposes and its Carrying Value proceeds were distributed in the manner provided for under Code accordance with Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion11.3.

Regulatory Allocations. For all periods when Notwithstanding the Company is not a DRE, notwithstanding the foregoing provisions of Section 6.1 abovethis Article 5, the following special allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained 5.2.1 If there is a net decrease in paragraphs (i)Company Minimum Gain during a Company taxable year, (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period then each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Member’s share of the Members net decrease in the manner and Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2). This Section 5.2.1 is intended to comply with the minimum extent required by the "minimum gain chargeback" provisions chargeback requirement of Treasury Regulation Regulations Section 1.704-2(f) and Treasury Regulation shall be interpreted consistently therewith. 5.2.2 If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Regulations Section 1.704-2(g)(2). This Section 5.2.2 is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. 5.2.3 If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be allocated to all such Members (in proportion to the deficit amounts of their respective Adjusted Capital Accounts) in an amount and manner sufficient to eliminate the deficit balance in the Adjusted Capital Account of such Member as quickly as possible. It is intended that this Section 5.2.3 qualify and be construed as a “qualified income offset” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d). (b5.2.4 If the allocation of Net Loss to a Member as provided in Section 5.1 hereof would create or increase a deficit balance in its Adjusted Capital Account, there shall be allocated to such Member only that amount of Net Loss as will not create or increase any such deficit balance. The Net Loss that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to the limitations of this Section 5.2.4. 5.2.5 To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) All "nonrecourse deductions" (as defined in Treasury Regulation or Code Section 743(b) is required, pursuant to Regulations Section 1.704-2(b)(11(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4)) , to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Company for any year asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members interests in the manner and to Company in the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury that Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (61(b)(2)(iv)(m). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when The allocations set forth in Section 5.1 are intended to comply with the requirements of Regulations Sections 1.704-1(b) and 1.704-2. If the Company incurs “nonrecourse deductions” or “partner nonrecourse deductions,” or if there is not a DRE, notwithstanding any change in the provisions of Section 6.1 aboveCompany’s “minimum gain” or “partner nonrecourse debt minimum gain,” as defined in such Regulations, the following allocations of Net Profits, Net Losses and items thereof Company shall be made in make the following order of priorityadjustments to the allocations required under this Section 5: (a) Items of income or gain (computed with the adjustments contained “nonrecourse deductions,” as defined in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)2(b)(i) shall be allocated to the Members in proportion to their Percentage Interests; (b) “partner nonrecourse deductions,” as defined in Regulations Section 1.704-2(i)(2), shall be allocated to the Member who bears the economic risk of loss associated with such deductions, as determined in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1).Regulations; and (c) Items in the event of a decrease in “minimum gain” or “partner nonrecourse debt minimum gain,” as defined and determined in accordance with Regulations Sections 1.704-2(d) and 1.704-2(i)(3), items of income or and gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by under the "Regulations to comply with any requirement for a “minimum gain chargeback” under Regulations Sections 1.704-2(f) and 1.704-2(i)(4). In addition, if a Member receives an adjustment, allocation or distribution described in Regulations Section 1.701-1(b)(2)(ii)(d)(4), (5), or (6) and as a result thereof has a negative Adjusted Capital Account Balance (after taking into account the adjustments described in the foregoing provisions of this Section 5.2), items of income and gain shall be allocated to such Member in an amount and manner sufficient to constitute a “qualified income offset" provisions ” within the meaning of Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Notwithstanding Section 6.1 above6.4(a), the following special allocations of Net Profits, Net Losses and items thereof shall will be made in the following order of priority: (ai) Items If there is a net decrease in Company Minimum Gain during a taxable year, then each Member will be allocated items of Company income or and gain for such taxable year (computed and, if necessary, for subsequent years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g)(2). This Section 6.4(b)(i) is intended to comply with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions chargeback requirement of Treasury Regulation Regulations Section 1.704-2(f) and will be interpreted consistently therewith. (ii) If there is a net decrease in Company Minimum Gain attributable to a Company Nonrecourse Debt during any taxable year, each Member who has a share of the Company Minimum Gain attributable to such Company Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(5), will be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain attributable to such Company Nonrecourse Debt, determined in a manner consistent with the provisions of Treasury Regulations Section 1.704-2(g)(2). This Section 6.4(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(i)(4) and will be interpreted consistently therewith. (iii) If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain will be allocated to all such Members (in proportion to the amounts of their respective deficit Adjusted Capital Accounts) in an amount and manner sufficient to eliminate the deficit balance in the Adjusted Capital Account of such Member as quickly as possible, provided that an allocation pursuant to this Section 6.4(b)(iii) will be made if and only to the extent that such Member would have an Adjusted Capital Account deficit after all other allocations provided for in this Section 6.4 have been tentatively made as if this Section 6.4(b)(iii) were not in this Agreement. It is intended that this Section 6.4(b)(iii) qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d). (biv) All "nonrecourse deductions" If the allocation of Losses to a Member as provided in Section 6.4(a) hereof would create or increase an Adjusted Capital Account deficit, there will be allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member will be allocated to the other Members in accordance with their relative positive Adjusted Capital Account balances, subject to the limitations of this Section 6.4(b)(iv). (as defined in v) To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulation Regulations Section 1.704-2(b)(11(b)(2)(iv)(m)(2) or, as the result of a distribution to a Member in complete liquidation of its Units, Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4)) , to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increases the basis of the Company for any year shall asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Members in accordance with their respective Company Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members Interests in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in that Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(51(b)(2)(iv)(m)(2) and (6). (e) Except as otherwise provided herein applies, or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members to whom such distribution was made in the same manner as are Net Profits and Net Losses; provided, however, event that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Treasury Regulations Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.1.704-1(b)(2)(iv)(m)

Regulatory Allocations. For all periods when Notwithstanding, and prior to the Company is not a DREapplication of, notwithstanding the any other provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of prioritythis Article 8: (a) Items Except as otherwise provided in Section 1.704-2(i)(4) of income or gain the Treasury Regulations, if there is a net decrease in “partner nonrecourse debt minimum gain” (computed as defined and determined in accordance with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (vTreasury Regulations Sections 1.704-2(i)(2) and (vi3)) attributable to a “partner nonrecourse debt” (as defined in Section 1.704-2(b)(4) of the definition Treasury Regulations) during any Fiscal Year, each Member who has a share of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "partner nonrecourse debt minimum gain chargeback" provisions of Treasury Regulation attributable to such partner nonrecourse debt, determined in accordance with Section 1.704-2(f2(i)(5) of the Treasury Regulations, shall be specially allocated items of the Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. This Section 8.6(a) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith. (b) All "Any “partner nonrecourse deductions" ” (as defined in Treasury Regulation Section Sections 1.704-2(b)(1)2(i)(l) and 1.704-2(i)(2) of the Company Treasury Regulations) for any year Fiscal Year shall be specially allocated to the Members in accordance Member who bears the economic risk of loss with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable respect to "the “partner nonrecourse debt" ” (as defined in Treasury Regulation Section 1.704l.704-2(b)(4)) shall be allocated of the Treasury Regulations) to the Members which such partner nonrecourse deductions are attributable in accordance with the provisions of Treasury Regulation Regulations Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income The Members intend that the allocations pursuant to this Section 9.4 shall be equivalent to allocations that are or gain (computed are deemed to be in accordance with the adjustments contained “partners interests in paragraphs (i), (ii), (iii), (iv), (vthe partnership” within the meaning of Regulations §§ 1.704-1(b) and (vi) of 1.704-2, and the definition of "Net Profits" and "Net Losses") for any taxable period Board shall be allocated to the Members make such changes in the manner allocations pursuant to this Section 9.4 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4)chargebacks. (b) All "nonrecourse deductions" Notwithstanding any provision of Section 9.3, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in Treasury clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 1.704-2(b)(19.4(b) shall instead be made to other Members pursuant to Section 9.3 to the extent not inconsistent with this Section 9.4(b)) . To the extent allocations of Losses cannot be made to any of the Company for any year Members because of this Section 9.4(b), such allocations shall be allocated made to the Members in accordance with their respective Percentage Interests; providedSection 9.3, howeveras applicable, that nonrecourse deductions attributable notwithstanding this Section 9.4(b). Allocations of Profits following any allocations of Losses subject to "partner nonrecourse debt" (as defined in Treasury Regulation this Section 1.704-2(b)(4)9.4(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members in accordance with the provisions of Treasury Regulation pursuant to this Section 1.704-2(i)(19.4(b). (c) Items A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of income or (a) the amount of such Member’s share of partnership minimum gain (computed with the adjustments contained as defined in paragraphs (i), (ii), (iii), (iv), (vRegulation §1.704-2(g)(l) and (vi3)) and (b) the amount of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account ’s share of partner nonrecourse debt minimum gain (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury as defined in Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and §1.704-2(i)(5)) ), and decreasing it decreased by the amounts specified reasonably expected adjustments, allocations and distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6). (ed) Except as to the extent otherwise provided herein or as required by the Code Section 704and Treasury Regulations, for tax purposesif one or more Percentage Interests in the Company is transferred in any taxable year, all the items of income, gain, loss, deduction and credit allocable to such Percentage Interests for such taxable year shall be apportioned between the transferor and the transferee in proportion to the number of days in such taxable year such Percentage Interests are held by each of the them, except, that if they agree between themselves and so notify the Company within 30 days after the transfer, then at their option and expense, (i) all items or credit shall (ii) extraordinary items, may be allocated to the Members in person that held such Percentage Interests on the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then date such items of income, gain, loss, deduction were realized or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected incurred by the Board of Managers in their sole discretionCompany.

Regulatory Allocations. For all periods when Notwithstanding any other provision in this Section 10 to the Company is contrary, in order to comply with the rules set forth in the Regulations for (i) allocations of income, gain, loss and deductions attributable to nonrecourse liabilities, and (ii) partnership allocations where partners are not a DRE, notwithstanding the provisions of Section 6.1 aboveliable to restore deficit capital accounts, the following allocations of Net Profits, Net Losses and items thereof rules shall be made in the following order of priorityapply: (a1) Items of income or gain (computed with the adjustments contained “Partner nonrecourse deductions” as described and defined in paragraphs (i), (ii), (iii), (iv), (vSection 1.704-2(i)(l) and (vi2) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated Regulations attributable to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "a particular “partner nonrecourse deductions" liability” (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4); e.g., a Company liability which one or more Members have guaranteed) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members in the ratio in which the Members bear the economic risk of loss with respect to such liability; (2) Items of Company gross income and gain shall be allocated among the Members to the extent necessary to comply with the minimum gain chargeback rules for nonrecourse liabilities set forth in Sections 1.704-2(f) and 1,704-2(i)(4) of the Regulations; and (3) Items of Company gross income and gain shall be allocated among the Members to the extent necessary to comply with the qualified income offset provisions set forth in Section 1.704-1 (b)(2)(ii)(d) of the Regulations, relating to unexpected deficit capital account balances (after taking into account (i) all capital account adjustments prescribed in Section 1.704-l(b)(2)(ii)(d) of the Regulations and (ii) each Member’s share, if any, of the Company’s partnership minimum gain and partner nonrecourse minimum gain as provided in Sections 1.704-2(g)(l) and 1.704-2(i)(5) of the Regulations. Since the allocations set forth in this Section 10(d) (the “Regulatory Allocations”) may effect results not consistent with the manner in which the Members intend to divide Company distributions, the Managing Member is authorized to divide other allocations of net profits, net losses, and other items among the Members so as to take account prevent the Regulatory Allocations from distorting the manner in which distributions would be divided among the Members under Section 12 but for application of the variation between the adjusted basis Regulatory Allocations. The Managing Member shall have discretion to accomplish this result in any reasonable manner that is consistent with Section 704 of the property for tax purposes Code and its Carrying Value in the manner provided for under Code Section 704(c) using related Regulations. The Members may agree, by unanimous written consent, to make any election permitted method as selected by the Board Regulations under Section 704 of Managers in their sole discretionthe Code that may reduce or eliminate any Regulatory Allocation that would otherwise be required.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding Notwithstanding the provisions of Section 6.1 aboveParagraph 3.3 to the contrary, the following special allocations of Net Profits, Net Losses and items thereof shall be made in given effect for purposes of maintaining the following order of priority:Members’ Capital Accounts. (a) Items If either Member unexpectedly receives any adjustments, allocations, or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), §1.704-1(b)(2)(ii)(d)(5) or §1.704-1(b)(2)(ii)(d)(6), which result in a deficit Capital Account balance, items of income or and gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be specially allocated to the Members each such Member in the an amount and manner and sufficient to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; providedeliminate, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of Regulations, the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for deficit of such Member as quickly as possible. For the purposes of this Section 5.02(d) onlyParagraph, by increasing the each Member's ’s Capital Account balance balances shall be increased by the sum of (i) the amount the such Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(cany provision of the Agreement, and (ii) and the amount the such Member is deemed to be obligated to restore pursuant to the Company pursuant to Treasury Regulation Sections penultimate sentences of Treas. Reg. §§ 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (eb) Except as otherwise provided The “minimum gain chargeback” and “partner minimum gain chargeback” provisions of Treas. Reg. §§ 1.704-2(f) and 1.704-2(i)(4), respectively, are incorporated herein or as required by Code Section 704reference and shall be given effect. In accordance with Treas. Reg. § 1.704-2(i)(1), for tax purposes, all items of income, gain, loss, deduction or credit deductions attributable to a “partner nonrecourse liability” shall be allocated to the Members in Member that bears the same manner as are Net Profits and Net Losses; provided, however, that if economic risk of loss for such liability. (c) If the Carrying Value allocation of deductions to either Member would cause such Member to have a deficit Capital Account balance at the end of any property taxable year of the Company differs from its adjusted basis (after all other allocations provided for tax purposesin this Article III have been made and after giving effect to the adjustments described in Subparagraph 3.4(a)), then items of income, gain, loss, deduction or credit related to such property for tax purposes deductions shall instead be allocated among to the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionother Member.

Regulatory Allocations. For all periods when the (A) If there is a net decrease in Company is not a DRE, notwithstanding the provisions of Section 6.1 aboveMinimum Gain or Member Minimum Gain during any fiscal year, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period Members shall be allocated to the Members items of Company income and gain for such year (and, if necessary, for subsequent years) in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation accordance with Regulations Section 1.704-2(f) and Treasury Regulation Section or 1.704-2(i)(4), as applicable. It is intended that this Section 4.3(c)(i)(A) qualify and be construed as a “minimum gain chargeback” and a “chargeback of partner nonrecourse debt minimum gain” within the meaning of such Regulations, which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (bB) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company Any Nonrecourse Deductions for any fiscal year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be specially allocated to the Members in accordance with the provisions number and type of Treasury Regulation their Units. Any Member Nonrecourse Deductions for any fiscal year shall be specially allocated to the Member(s) who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable, in accordance with Regulations Section 1.704-2(i)(12(i). (cC) Items of income If any Member unexpectedly receives an adjustment, allocation or gain (computed with the adjustments contained distribution described in paragraphs (iRegulations Section 1.704-1(b)(2)(ii)(d)(4), (ii5) or (6), items of Company income and gain shall be allocated, in accordance with Regulations Section 1.704-1(b)(2)(ii) (iiid), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members Member in the an amount and manner and sufficient to eliminate, to the extent required by such Regulations, the "Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended that this Section 4.3(c)(i)(C) qualify and be construed as a “qualified income offset" provisions ” within the meaning of Treasury Regulation Section Regulations 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(C). (dD) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance The allocations set forth in such Member's Capital Account Sections 4.3(c)(i)(A), (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(cB) and (C) (the amount “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation requirements of Regulations Sections 1.704-2(g)(11(b) and 1.704-2(i)(52. Notwithstanding the provisions of Section 4.3(b)) and decreasing it by , the amounts specified Regulatory Allocations shall be taken into account in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all allocating other items of income, gain, loss, loss and deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as that, to take account the extent possible, the net amount of such allocations of other items and the variation between Regulatory Allocations to each Member shall be equal to the adjusted basis of net amount that would have been allocated to each such Member if the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionRegulatory Allocations had not occurred.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding Notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when Notwithstanding any other provision in Sections 3.05 and 3.06 to the Company is not a DREcontrary, notwithstanding to comply with the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made rules set forth in the following order of priorityRegulations for: (a) Items allocations of income or gain (computed with the adjustments contained in paragraphs (i)income, (ii)gain, (iii)loss and deductions attributable to nonrecourse liabilities, (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4).and (b) All "partnership allocations where partners are not liable to restore deficit capital accounts, the following rules shall apply: (i) “Partner nonrecourse deductions" ” as described and defined in Regulation Sections 1.704-2(i)(1) and 1.704-2(i)(2) attributable to a particular “partner nonrecourse liability” (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4); e.g., a Company liability which one or more Members have guaranteed) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to among the Members in the manner ratio in which the Members bear the economic risk of loss with respect to such liability; (ii) items of Company gross income and gain shall be allocated among the Members to the extent required by necessary to comply with the "minimum gain chargeback rules for nonrecourse liabilities set forth in Regulation Sections 1.704-2(f) and 1.704-2(i)(4); and (iii) items of Company gross income and gain shall be allocated among the Members to the extent necessary to comply with the qualified income offset" offset provisions of Treasury set forth in Regulation Section 1.704-1(b)(2)(ii)(d). , relating to unexpected deficit capital account balances (dafter taking into account (A) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance all capital account adjustments prescribed in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c1(b)(2)(ii)(d) and (B) each Member’s share, if any, of the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Company’s partnership minimum gain and partner nonrecourse minimum gain as provided in Regulation Sections 1.704-1.704- 2(g)(1) and 1.704-2(i)(5). Since the allocations set forth in this Section 3.07 (the “Regulatory Allocations”) and decreasing it by may have results not consistent with the amounts specified manner in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to which the Members in intend to divide Company distributions, the same manner as are Net Profits Members may divide other allocations of net profits, net losses, and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then other items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account prevent the Regulatory Allocations from distorting the manner in which allocations would be divided among the Members under Article III but for application of the variation between Regulatory Allocations. The Members shall have discretion to accomplish this result in any reasonable manner that is consistent with Code Section 704 and the adjusted basis underlying Regulations. The Members may, by written consent of a majority of the property for tax purposes and its Carrying Value in Membership Interests, make any election permitted by the manner provided for Regulations under Code Section 704(c) using 704 that may reduce or eliminate any permitted method as selected by the Board of Managers in their sole discretionRegulatory Allocation that would otherwise be required.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Notwithstanding Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i7.1(b)(i), items of income, gain, loss and deduction in each taxable year (ii), (iii), (iv), (vor other applicable period) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in (A) to comply with the manner and to the minimum extent required by the "“minimum gain chargeback" provisions ” requirement of Treasury Regulation Regulations Section 1.704-2(f), (B) and to comply with the “partner nonrecourse debt minimum gain chargeback” requirement of Treasury Regulation Section 1.704-2(i)(4). , (bC) All "nonrecourse deductions" (as defined to comply with the “qualified income offset” provision in Treasury Regulation Regulations Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i1.704- 1(b)(2)(ii)(d), (ii), (iii), (iv), (vD) and (vi) of the definition of "Net Profits" and "Net Losses") for to effect any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified nonrecourse deductions as set forth in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(52(b)(1) and (6which shall be allocated to their respective Members in proportion to their Respective Interests). , (eE) Except to effect any partner nonrecourse deductions as otherwise provided herein or as required by Code set forth in Treasury Regulations Section 704, for tax purposes, all items of income, gain, loss, deduction or credit 1.704-2(i)(2) (which shall be allocated to the applicable Members who bear the economic risk of loss with respect to the partner nonrecourse debt to which such deductions are attributable), and (F) in a manner that does not cause or increase the deficit balance in any Member’s Adjusted Capital Account. If any allocation would cause or increase the deficit balance in any Member’s Adjusted Capital Account, then such allocation shall be reallocated among the other Members in proportion to their Respective Interests, but in a manner that does not cause or increase the same manner deficit balance in any other Member’s Adjusted Capital Account. For purposes of this Agreement, “Adjusted Capital Account” means, with respect to any Member, such Member’s Capital Account as are Net Profits and Net Losses; provided, however, that if of the Carrying Value end of any property of taxable year (i) increased by any amounts which the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction is obligated to restore or credit related deemed obligated to such property for tax purposes shall be allocated among the Members so as restore pursuant to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.Treasury Regulations Section

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Notwithstanding Section 6.1 above6.4(a), the following special allocations of Net Profits, Net Losses and items thereof shall will be made in the following order of priority: (ai) Items If there is a net decrease in Company Minimum Gain during a taxable year, then each Member will be allocated items of Company income or and gain for such taxable year (computed and, if necessary, for subsequent years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g)(2). This Section 6.4(b)(i) is intended to comply with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions chargeback requirement of Treasury Regulation Regulations Section 1.704-2(f) and will be interpreted consistently therewith. (ii) If there is a net decrease in Company Minimum Gain attributable to a Company Nonrecourse Debt during any taxable year, each Member who has a share of the Company Minimum Gain attributable to such Company Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(5), will be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain attributable to such Company Nonrecourse Debt, determined in a manner consistent with the provisions of Treasury Regulations Section 1.704-2(g)(2). This Section 6.4(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(i)(4) and will be interpreted consistently therewith. (iii) If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain will be allocated to all such Members (in proportion to the amounts of their respective deficit Adjusted Capital Accounts) in an amount and manner sufficient to eliminate the deficit balance in the Adjusted Capital Account of such Member as quickly as possible, provided that an allocation pursuant to this Section 6.4(b)(iii) will be made if and only to the extent that such Member would have an Adjusted Capital Account deficit after all other allocations provided for in this Section 6.4 have been tentatively made as if this Section 6.4(b)(iii) were not in this Agreement. It is intended that this Section 6.4(b)(iii) qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d). (biv) All "nonrecourse deductions" If the allocation of Losses to a Member as provided in Section 6.4(a) hereof would create or increase an Adjusted Capital Account deficit, there will be allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member will be allocated to the other Members in accordance with their relative positive Adjusted Capital Account balances, subject to the limitations of this Section 6.4(b)(iv). (as defined in v) To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulation Regulations Section 1.704-2(b)(11(b)(2)(iv)(m)(2) or, as the result of a distribution to a Member in complete liquidation of its Units, Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4)) , to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increases the basis of the Company for any year shall asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Members in accordance with their respective Company Percentage Interests; provided, however, Interests in the event that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Regulations Section 1.704-2(b)(4)1(b)(2)(iv)(m)(2) shall applies, or to the Members to whom such distribution was made in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (vi) The Nonrecourse Deductions for each taxable year of the Company will be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1)proportion to their respective Company Percentage Interests. (cvii) Items The Member Nonrecourse Deductions will be allocated each year to the Member that bears the economic risk of income or gain loss (computed with within the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) meaning of the definition of "Net Profits" and "Net Losses"Treasury Regulations Section 1.752-2) for any taxable period shall be allocated the Member Nonrecourse Debt to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)which such Member Nonrecourse Deductions are attributable. (dviii) In no event shall Net Losses The allocations set forth in Sections 6.4(b)(i) through (vii) hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Regulations Sections 1.704-2(g)(11(b) and 1.704-2(i)(52(i)) and decreasing it by . It is the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704intent of the Members that, for tax purposesto the extent possible, all Regulatory Allocations will be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, credit or deduction or credit shall be allocated pursuant to the Members in the same manner as are Net Profits and Net Losses; providedthis Section 6.4(b)(viii). Therefore, howevernotwithstanding Section 6.4(a), that if the Carrying Value such offsetting special allocations of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, lossloss or deduction will be made so that, deduction or credit related to the extent possible, the net amount of such property for tax purposes shall allocations of other items pursuant to this Section 6.4(b)(viii) and the Regulatory Allocations to each Member will be equal to the net amount that would have been allocated among to each such Member if the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionRegulatory Allocations had not occurred.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions Losses attributable to "partner nonrecourse debt" debt (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). If there is a net decrease during a Taxable Year in partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)), Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to each Member in the amount equal to such Member’s respective share of the net decrease in partner nonrecourse debt minimum gain as determined according to Treasury Regulation Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.03(a) is intended to comply with the minimum gain 22 chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted in a manner consistently therewith. (b) Except as otherwise provided in Treasury Regulations Section 1.704-2(f), notwithstanding the provisions of Section 5.03, or any other provision of this Article V, if there is a net decrease in the partnership minimum gain (as defined in Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d)) during any Taxable Year, each Member shall be allocated Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) in an amount equal to such Member's share of the net decrease in partnership minimum gain, determined in accordance with Treasury Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6) and 1.704-2(j)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. This Section 5.03(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (c) Nonrecourse deductions (as defined in Treasury Regulation Sections 1.704-2(b)(1) and 1.704-2(c)) for any Taxable Year shall be allocated pro rata among the Members in accordance with the provisions of their Percentage Interests. Any partner nonrecourse deductions (as defined in Treasury Regulation Section 1.704-2(i)(1) and 1.704-2(i)(2)) for any Taxable Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member nonrecourse debt to which such Member nonrecourse deductions are attributable in accordance with Regulations Section 1.704-2(i)(1). (cd) Items of income If any Member unexpectedly receives an adjustment, allocation or gain (computed with the adjustments contained distribution described in paragraphs (iTreasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (ii), (iii), (iv), (v5) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period 6), Profits shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(d), to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 5.03(d) shall be made if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided in this Article V have been tentatively made as if this Section 5.03(b) were not in the Agreement. This Section 5.03(d) is intended to comply with the qualified income offset requirement in Treasury Regulation Section 1.704-1(b) (2)(ii)(d) and shall be interpreted in a manner consistent therewith. (de) In no the event shall Net Losses any Member has a deficit Capital Account at the end of any Taxable Year that is in excess of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account sum of (determined for purposes of this Section 5.02(di) only, by increasing the Member's Capital Account balance by the amount the such Member is obligated to restore pursuant to the Company pursuant to penultimate sentences of Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by (ii) the amounts specified Member’s restoration obligations (if any) described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4)(51(b)(2)(ii)(c), each such Member shall be allocated items of Profits in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.03(e) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been made as if Section 5.03(d) and this Section 5.03(e) were not in the Agreement. (6f) To the extent that any allocation of Losses would cause or increase an Adjusted Capital Account Deficit as to any Member, such allocation of Losses shall be reallocated among the other Members in accordance with their respective Percentage Interests, subject to the limitations of this Section 5.03(f). (eg) Except as otherwise provided herein or as required by To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 704734(b) or Section 743(b) is required, for tax purposespursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4), all items to be taken into account in determining Capital Accounts as the result of incomea distribution to a Member in complete liquidation of such Member's 23 interest in the Company, gain, loss, deduction the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or credit loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with their respective Percentage Interests in the same event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (h) The allocations set forth in Section 5.03(a) through and including Section 5.03(g) (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner as are Net in which the Members intend to allocate Profits and Net Losses; provided, however, that if the Carrying Value of any property Losses of the Company differs from its adjusted basis for tax purposesor make Distributions. Accordingly, then notwithstanding the other provisions of this Article V, but subject to the Regulatory Allocations, income, gain, deduction and loss shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Members to be in the amounts (or as close thereto as possible) they would have been if Profits and Losses (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating other Profits and Losses (and such other items of income, gain, deduction or credit related to such property for tax purposes shall be allocated and loss) among the Members so as to take account that the net amount of the variation between the adjusted basis Regulatory Allocations and such special allocations to each such Member is zero. In addition, if in any Taxable Year or Fiscal Period there is a decrease in partnership minimum gain, or in partner nonrecourse debt minimum gain, and application of the property for tax purposes and its Carrying Value minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the manner provided for under Code Section 704(c) using any permitted method economic arrangement among the Members, the Members may, if they do not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be applied in such instance as selected by the Board of Managers in their sole discretionif it did not contain such minimum gain chargeback requirement.

Regulatory Allocations. For all periods when Notwithstanding any other provision in this Article VI to the Company is contrary, in order to comply with the rules set forth in the Treasury Regulations for (i) allocations of income, gain, loss and deductions attributable to nonrecourse liabilities, and (ii) partnership allocations where partners are not a DRE, notwithstanding the provisions of Section 6.1 aboveliable to restore deficit capital accounts, the following allocations of Net Profits, Net Losses and items thereof rules shall be made in the following order of priorityapply: (a) Items of income or gain (computed with the adjustments contained “Partner nonrecourse deductions” as described and defined in paragraphs (i), (ii), (iii), (iv), (vTreasury Reg. 1.704-2(i)(1) and (vi2) of the definition of "Net Profits" and "Net Losses"Regulations attributable to a particular “partner nonrecourse liability” (as defined in Treasury Reg. 1.704-2(b)(4); e.g., a Company liability which one or more Members have guaranteed) for any taxable period shall be allocated to among the Members in the manner ratio in which the Members bear the economic risk of loss with respect to such liability; (b) Items of Company gross income and gain shall be allocated among the Members to the minimum extent required by necessary to comply with the "minimum gain chargeback" provisions of chargeback rules for nonrecourse liabilities set forth in Treasury Regulation Section Regs. 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1).Regulations; (c) Items of Company gross income or and gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members to the extent necessary to comply with the qualified income offset provisions set forth in Treasury Reg. 1.704-1(b)(2)(ii)(d) of the Regulations, relating to unexpected deficit capital account balances (after taking into account (i) all, capital account adjustments prescribed in Treasury Reg. 1.704-1(b)(2)(ii)(d) of the Regulations and (ii) each Member’s share, if any, of the Company’s partnership minimum gain and partner nonrecourse minimum gain as provided in Treasury Reg. 1.704-2(g)(1) and 1.704 2(i)(5) of the Regulations. Since the allocations set forth in this Section 4 (the “Regulatory Allocations”) may effect results not consistent with the manner in which the Members intend to divide Company distributions, the Operating Committee is authorized to divide other allocations of net profits, net losses, and other items among the Members so as to take account prevent the Regulatory Allocations from distorting the manner in which distributions would be divided among the Members under Article VI but for application of the variation between Regulatory Allocations. The Operating Committee shall have discretion to accomplish this result in any reasonable manner that is consistent with Section 704 of the adjusted Code and the related Regulations. The Members may agree, by unanimous written consent, to make any election permitted by the Regulations under Section 704 of the Code that may reduce or eliminate any Regulatory Allocation that would otherwise be required; and (d) The basis of Company property may be adjusted consistent with Section 754 of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected Code, upon proper election by the Board of Managers in their sole discretionCompany.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items Minimum Gain Chargeback. Notwithstanding any other provision of this Agreement (except as provided in Section 7.3(b) below), if there is a net decrease in Minimum Gain for a Partnership taxable year, each Partner shall be allocated, before any other allocation of Partnership items for such taxable year, items of gross income and gain for such year (and, if necessary, for subsequent years) in proportion to, and to the extent of, the amount of such Partner's share of the net decrease in Minimum Gain during such year. The income allocated pursuant to this Section 7.3(a) in any taxable year shall consist first of gains recognized from the disposition of property subject to one or more nonrecourse liabilities of the Partnership, and any remainder shall consist of a pro rata portion of other items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4)Partnership. (b) All "nonrecourse deductions" Exceptions to Section 7.3(a). The allocation otherwise required pursuant to Section 7.3(a) shall not apply to a Partner to the extent that: (as defined in Treasury Regulation Section 1.704-2(b)(1)a) such Partner's share of the Company for any year shall be allocated net decrease in Minimum Gain is caused by a guarantee, refinancing or other change in the instrument evidencing a nonrecourse debt of the Partnership which causes such debt to become a partially or wholly recourse debt or a Partner Nonrecourse Debt, and such Partner bears the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" economic risk of loss (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to within the Members in accordance with the provisions meaning of Treasury Regulation Section 1.7041.752-2(i)(1). 2) for such changed debt; (cb) Items such Partner's share of income or gain (computed with the adjustments contained net decrease in paragraphs (i)Minimum Gain results from the repayment of a nonrecourse liability of the Partnership, (ii), which repayment is made using funds contributed by such Partner to the capital of the Partnership; (iii)) the IRS, (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c2(f)(4), waives the requirement of such allocation in response to a request for such waiver made by the General Partner on behalf of the Partnership (which request the General Partner may or may not make, in its sole discretion, if it deter mines that the Partnership would be eligible therefor); or (iv) and the amount the Member is deemed obligated to restore additional exceptions to the Company requirement of such allocation are established by revenue rulings issued by the IRS pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (62(f)(5). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related which exceptions apply to such property for tax purposes shall be allocated among the Members so Partner, as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected determined by the Board of Managers General Partner in their its sole discretion.

Regulatory Allocations. For all periods when Notwithstanding the Company is not a DRE, notwithstanding the foregoing provisions of Section 6.1 abovethis Article 10, the following special allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with 10.2.1 If there is a net decrease in Company Minimum Gain during a Company taxable year, then, to the adjustments contained in paragraphs (iextent required by Regulations Section 1.704-2(f), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Member's share of the Members net decrease in the manner and Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2). This Section 10.2.1 is intended to comply with the minimum extent required by the "minimum gain chargeback" provisions chargeback requirement of Treasury Regulation Regulations Section 1.704-2(f) and Treasury Regulation shall be interpreted consistently therewith. 10.2.2 If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall, to the extent required by Regulations Section 1.704-2(i)(4). , be specially allocated items of Company income and gain for such taxable year (band, if necessary, subsequent years) All "nonrecourse deductions" (as defined in Treasury Regulation an amount equal to such Member's share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Regulations Section 1.704-2(b)(12(g)(2). This Section 10.2.2 is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. 10.2.3 If any Member unexpectedly receives an adjustment, allocation, or distribution of the Company type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), and after receiving such adjustment, allocation, or distribution, such Member has an Adjusted Capital Account Deficit, items of income and gain shall be allocated to all such Members (in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member as quickly as possible. This Section 10.2.3 is intended to constitute a "qualified income offset" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. 10.2.4 If the allocation of Net Loss to a Member as provided in Section 10.1 would create or increase an Adjusted Capital Account Deficit for such Member, there shall be allocated to such Member only that amount of Net Loss as will not create or increase an Adjusted Capital Account Deficit. The Net Loss that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to the limitations of this Section 10.2.4. If, after the allocation of Net Loss pursuant to the preceding two sentences, no additional amount of Net Loss can be allocated to any year Member without creating or increasing an Adjusted Capital Account Deficit for such Member, then Net Loss shall be allocated to the Members in accordance with their respective relative Percentage Interests; provided, however, that nonrecourse deductions attributable . This Section 10.2.4 is intended to "partner nonrecourse debt" (as defined implement the alternate test for economic effect set forth in Treasury Regulation Regulations Section 1.704-2(b)(41(b)(2)(ii)(d) and shall be interpreted consistently therewith. **** Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the Securities and Exchange Commission. 10.2.5 To the extent that an adjustment to the adjusted tax basis of any Company Asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 10.2.6 The Nonrecourse Deductions for each taxable year of the Company shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1)proportion to their Percentage Interests. (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period 10.2.7 The Member Nonrecourse Deductions shall be allocated each year to the Members Member that bears the economic risk of loss (within the meaning of Regulations Section 1.752-2) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. 10.2.8 The allocations set forth in the manner Sections 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5, 10.2.6 and to the extent required by 10.2.7 (the "qualified income offset" provisions Regulatory Allocations") are intended to comply with certain requirements of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Regulations Sections 1.704-2(g)(11(b) and 1.704-2(i)(5)) and decreasing it 2. Notwithstanding the provisions of Section 10.1.2, the Regulatory Allocations shall be taken into account by the amounts specified Board of Managers in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all specially allocating other items of income, gain, loss, loss and deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as that, to take account the extent possible, the net amount of such allocations of other items and the variation between Regulatory Allocations to each Member shall be equal to the adjusted basis of net amount that would have been allocated to each such Member if the property for tax purposes and Regulatory Allocations had not occurred. In exercising its Carrying Value in the manner provided for discretion under Code this Section 704(c) using any permitted method as selected by 10.2.8, the Board of Managers in their sole discretionshall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. **** Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the Securities and Exchange Commission.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding Notwithstanding the provisions of Section 6.1 5.1 above, the following allocations of Net Profits, Net Profits and Losses of a Series to the Partners of such Series and items thereof shall be made in the following order of priority:priority:‌ (aA) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members Partners of such Series in the manner and to the minimum extent required by the "“minimum gain chargeback" ” provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (bB) All "“nonrecourse deductions" ” (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company relevant Series for any year shall be allocated to the Members Partners of such Series in accordance with their respective Percentage InterestsCapital Contributions with respect to such Series’ Investments; provided, however, that nonrecourse deductions attributable to "“partner nonrecourse debt" ” (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members Partners in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (cC) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") such Series for any taxable period shall be allocated to the Members Partners of such Series in the manner and to the extent required by the "“qualified income offset" ” provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (dD) In no event shall Net Losses of the Company a Series be allocated to a Member Partner of such Series if such allocation would cause or increase a negative balance in such Member's Partner’s Capital Account (determined for purposes of this Section 5.02(d5.3D) only, by increasing the Member's Partner’s Capital Account balance by the amount the Member Partner is obligated to restore to the Company that Series pursuant to Treasury Treasury‌ Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member Partner is deemed obligated to restore to the Company that Series pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (eE) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all If items of income, gain, lossloss or deduction of such Series are allocated to one or more Partners of such Series pursuant to any of clauses (a) through (d) above (the “Original Allocation”), subsequent items of income, gain, loss or deduction or credit shall first be allocated (subject to the Members provisions of clauses (a) through (d)) to the Partners of such Series in a manner designed to result in each Partner in such Series having a Capital Account balance equal to what it would have been had the same manner as are Net Profits and Net LossesOriginal Allocation not occurred; provided, however, that no such allocation shall be made pursuant to this clause (e) if (i) the Carrying Value Original Allocation had the effect of any property offsetting a prior Original Allocation or (ii) the Original Allocation likely (in the opinion of the Company differs from Series’ accountants) will be offset by another Original Allocation in the future (e.g., an Original Allocation of “nonrecourse deductions” under clause (b) that likely will be offset by a subsequent “minimum gain chargeback” under clause (a)).‌ F) If the Series General Partner determines, in its adjusted basis for discretion, that, based on tax purposesor regulatory reasons or any other reason as to which the General Partner and a Limited Partner of that Series agree, then items any Limited Partner should not participate in the Profits or Losses of incomesuch Series, gainif any, lossattributable to any Investment or to any other transaction, deduction or credit related to such property for tax purposes Profits and Losses may be set forth in a separate memorandum account, in which event such Profits and/or Losses shall be allocated among only to the Members so as to take account Capital Accounts of the variation between the adjusted basis Partners of the property for tax purposes that Series to whom such reasons do not apply in accordance with Sections 5.1 and its Carrying Value in the manner provided for under Code 5.3. Notwithstanding Section 704(c5.6, (i) using no distributions with respect to an Investment shall be made to any permitted method as selected by the Board of Managers in their sole discretion.such non-participating Limited Partner and

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items The foregoing provisions of income or gain (computed with this Article VIII shall be subject to the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period following limitation: no Member shall be allocated any items of loss, expense or deduction hereunder if such allocation results in a an Adjusted Capital Account Deficit for such Member. Any balance of such items of loss, expense or deduction shall be specially allocated to the other Members in the manner and proportion to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4)their positive Capital Account balances. (b) All "nonrecourse deductions" (as defined Notwithstanding the foregoing provisions of this Article VIII, in Treasury Regulation Section the event any Member unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704(b)(2)(ii)(d)(4), 1.704-2(b)(1)1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the Company for any year Treasury Regulations, items of income and gain shall be specially allocated to the Members each such Member in accordance with their respective Percentage Interests; providedan amount and manner sufficient to eliminate, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions Treasury Regulations, the Adjusted Capital Account Deficit of Treasury Regulation such Member as quickly as possible, provided that an allocation pursuant to this Section 1.704-1(b)(2)(ii)(d)8.2(b) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made as if this Section 8.2(b) were not in the Agreement. (dc) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance The allocations set forth in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(58.2(a) and (6). b) (ethe “Regulatory Allocations”) Except as otherwise provided herein or as required by Code Section 704are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, for tax purposesto the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of income, gain, lossloss or deduction pursuant to this Section 8.2. Therefore, deduction or credit notwithstanding any other provision of this Article VIII (other than the Regulatory Allocations), the Managing Member shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items make such offsetting special allocations of income, gain, lossloss or deduction in whatever manner they determine is appropriate so that, deduction or credit related after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such property for tax purposes shall be allocated among Member would have had if the Members so as to take account Regulatory Allocations were not part of the variation between the adjusted basis of the property for tax purposes Agreement and its Carrying Value in the manner provided for under Code Section 704(call items were allocated pursuant to Article VIII (other than Sections 8.2(a) using any permitted method as selected by the Board of Managers in their sole discretionand (b)).

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding Notwithstanding the provisions of Section 6.1 above3.3 to the contrary, the following special allocations of Net Profits, Net Losses and items thereof shall be made in given effect for purposes of maintaining the following order of priority:parties' Capital Accounts. (a) Items If either party unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation Sections 1.704 -1(b)(2)(ii)(d)(4), 1.704 -1(b)(2)(ii)(d)(5) or 1.704 -1(b)(2)(ii)(d)(6), which result in a deficit Capital Account balance, items of income or and gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be specially allocated to the Members each such party in the an amount and manner and sufficient to eliminate, to the minimum extent required by the Treasury Regulations, the Capital Account deficit of such party as quickly as possible. For the purposes of this Section 3.4(a), each party's Capital Account balance shall be increased by the sum of (i) the amount that party is obligated to restore pursuant to any provision of the Agreement, and (ii) the amount that party is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulation Sections 1.704 -2(g)(1) and 1.704 -2(i)(5). (b) The "minimum gain chargeback" and "partner minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(fSections 1.704 -2(f) and 1.704 -2(i)(4), respectively, are incorporated herein by reference and shall be given effect. In accordance with Treasury Regulation Section 1.704-2(i)(41.704 -2(i)(1). (b) All , deductions attributable to a "partner nonrecourse deductionsliability" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, party that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to bears the Members in accordance with the provisions economic risk of Treasury Regulation Section 1.704-2(i)(1)loss for such liability. (c) Items If the allocation of income or gain deductions to either party would cause such party to have a deficit Capital Account balance at the end of any taxable year of the tax partnership (computed with after all other allocations provided for in this Article III have been made and after giving effect to the adjustments contained described in paragraphs subparagraph (ia) of Section 3.4), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period such deductions shall instead be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)other party. (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income In the event any Partner unexpectedly receives any adjustments, allocations or gain (computed with the adjustments contained distributions described in paragraphs (iSections 1.704-1(b)(2)(ii)(d)(4), (ii), (iii), (iv), (v1.704-1(b)(2)(ii)(d)(5) and (vior 1.704-1(b)(2)(ii)(d)(6) of the definition Treasury Regulations, items of "income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Capital Account (in excess of (i) the amount such Partner is obligated to restore upon liquidation of the Tax Partnership or upon liquidation of such Partner’s interest in the Tax Partnership and (ii) such Partner’s share of the Minimum Gain (as defined in Section 1.704-2 of the Treasury Regulations)) created by such adjustments, allocations or distributions as quickly as possible. Additionally, there are hereby incorporated herein such special allocation provisions governing the allocation of income, deduction, gain, and loss for U.S. federal income tax purposes as may be necessary under, and in the manner required by, the Treasury Regulations to ensure that this Schedule 16.3 complies with all requirements of Section 1.704-2 of the Treasury Regulations relating to “minimum gain” and “partner nonrecourse debt minimum gain” and the allocation and chargeback of so-called “nonrecourse deductions” and “partner nonrecourse deductions”, including a “qualified income offset”. (b) If the allocation of Net Profits" and "Loss (or items of loss or deduction) to a Partner as provided in Section 1.6 of this Schedule 16.3 would create or increase an Adjusted Capital Account deficit, then there shall be allocated to such Partner only that amount of Net Losses"Loss (or items of loss or deduction) for any taxable period as will not create or increase an Adjusted Capital Account deficit. The Net Loss (or items of loss or deduction) that would, absent the application of the preceding sentence, otherwise be allocated to such Partner shall be allocated to the Members in the manner and other Partner, subject to the minimum extent required by the "minimum gain chargeback" provisions limitations of Treasury Regulation this Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(11.7(b). (c) Items of income Any special allocations pursuant to Section 1.7(a) or gain (computed with Section 1.7(b) shall be taken into account by the adjustments contained Partners in paragraphs (i), (ii), (iii), (iv), (v) and (vi) computing subsequent Book allocations under the Agreement so that the net amount of the definition of "Net Profits" and "Net Losses") for any taxable period shall be Book items allocated to the Members in the manner and each Partner shall, to the extent required by permitted under the "qualified income offset" provisions of Tax Code and Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of Regulations, be equal to the Company be net amount that would have been allocated to a Member each Partner if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6)special allocations had not occurred. (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items The foregoing provisions of income or gain (computed with this Article VIII shall be subject to the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period following limitation: no Member shall be allocated any items of loss, expense or deduction hereunder if such allocation results in an Adjusted Capital Account Deficit for such Member. Any balance of such items of loss, expense or deduction shall be specially allocated to the other Members in the manner and proportion to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4)their positive Capital Account balances. (b) All "nonrecourse deductions" (as defined Notwithstanding the foregoing provisions of this Article VIII, in Treasury Regulation Section the event any Member unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704(b)(2)(ii)(d)(4), 1.704-2(b)(1)1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the Company for any year Treasury Regulations, items of income and gain shall be specially allocated to the Members each such Member in accordance with their respective Percentage Interests; providedan amount and manner sufficient to eliminate, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions Treasury Regulations, the Adjusted Capital Account Deficit of Treasury Regulation such Member as quickly as possible, provided that an allocation pursuant to this Section 1.704-1(b)(2)(ii)(d)8.7(b) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made as if this Section 8.7(b) were not in the Agreement. (dc) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance The allocations set forth in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(58.7(a) and (6). b) (ethe "Regulatory Allocations") Except as otherwise provided herein or as required by Code Section 704are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, for tax purposesto the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of income, gain, loss, loss or deduction or credit shall be allocated pursuant to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code this Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion8.7.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items Notwithstanding any other provision of income or gain (computed with the adjustments contained in paragraphs this Agreement, (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "“partner nonrecourse deductions" ” (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(52(i)), if any, of the Company shall be allocated for each period to the Partner that bears the economic risk of loss within the meaning of Treasury Regulations Section 1.704-2(i) and (6ii) “nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulations Section 1.752-3(a)), if any, of the Company shall be allocated to the Partners in accordance with their Percentage Interests. (b) This Agreement hereby includes “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Treasury Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Partners on a priority basis to the extent and in the manner required by such provisions. (c) To the extent that items of loss or deduction otherwise allocable to a Partner hereunder would cause such Partner to have an Adjusted Capital Account Deficit as of the end of the taxable year to which such items of loss or deduction relate (after taking into account the allocation of all items of income and gain for such taxable period), such items of loss or deduction shall not be allocated to such Partner and instead shall be allocated to the Partners in accordance with Section 5.1 as if such Partner were not a Partner. (d) If any Partner has an Adjusted Capital Account Deficit at the end of any taxable year, such Partner shall be specially allocated items of income and gain in the amount of such Adjusted Capital Account Deficit as quickly as possible, provided that an allocation pursuant to this Section 5.2(d) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 5.2(d) have been made as if Section 5.2(c) and this Section 5.2(d) were not in this Agreement. (e) Except as otherwise provided herein or as Any allocations required to be made pursuant to Section 5.2(a)-(d) of this Agreement (the “Regulatory Allocations”) (other than allocations, the effects of which are likely to be offset in the future by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit other Regulatory Allocations) shall be taken into account, LA_LAN01:362817.14 to the extent permitted by the Treasury Regulations, in computing subsequent allocations of net profits or net losses pursuant to Section 5.1 so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the Members in extent possible, be equal to the same manner as are Net Profits and Net Losses; provided, however, amount that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related would have been allocated to each Partner pursuant to Section 5.1 had such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionRegulatory Allocations not occurred.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding Notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits10.2, Net Losses Income and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) Loss of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit credit, as the case may be) shall be allocated in accordance with the following provisions of this Section 10.4 to the extent such provisions shall be applicable. (a) Notwithstanding any other provision of Section 10.2 hereof, but subject to the exceptions set forth in Regulations section 1.704-2(f)(2), (3), (4) or (5), if there is a net decrease in the Minimum Gain of the Company during any Company fiscal year, each Member shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in proportion to, and to the extent of, an amount equal to that Member’s share of the net decrease in Minimum Gain, within the meaning of Regulations section 1.704-2(g)(2). The Minimum Gain chargeback shall consist first of income and gain from the disposition of Company assets subject to nonrecourse liabilities of the Company, with the remainder of the Minimum Gain chargeback, if any, made up of a pro rata portion of the Company’s other items of income and gain for such year, and shall be determined in accordance with Regulations sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provisions. If such income and gain from the disposition of Company assets exceeds the amount of the Minimum Gain chargeback, a proportionate share of each item of such income and gain shall constitute a part of the Minimum Gain chargeback. The provisions of this Section 10.4(a) are intended to comply with the minimum gain chargeback requirement of Regulations section 1.704-2(f) and shall be interpreted in accordance therewith for all purposes under this Agreement. (b) Notwithstanding any other provision of Section 10.2 hereof or this Section 10.4 other than Section 10.3(a), but subject to the exceptions referenced in Regulations section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any fiscal year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain, determined in accordance with Regulations section 1.704-2(i)(5), as of the beginning of such year shall be specially allocated items of Company income and gain for such year (and, if necessary, for succeeding years) equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. The items to be so allocated shall be determined in accordance with Regulations section 1.704-2(i)(4) or any successor provision. The provisions of this Section 10.4(b) are intended to comply with the Member Nonrecourse Debt Minimum Gain chargeback requirement of Regulations section 1.704-2(i)(4) and shall be interpreted in accordance therewith for all purposes under this Agreement. (c) If any Member receives any adjustments, allocations, or distributions described in Regulations sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year) shall be specially allocated to such Member in an amount and manner sufficient to eliminate as quickly as possible the Adjusted Capital Account Deficit of such Member, if any, to the extent required by the Regulations. The provisions of this Section 10.3(c) are intended to comply with the “qualified income offset” requirement of Regulations section 1. 704-1(b)(2)(ii)(d)(3) and shall be interpreted in accordance therewith for all purposes under this Agreement. (d) Nonrecourse Deductions of the Company for any fiscal year shall be specially allocated to the Members in accordance with the same manner as are allocation of Net Profits and Income or Net Losses; provided, however, that if the Carrying Value Loss for such fiscal year pursuant to Section 10.2 of any property this Agreement. Member Nonrecourse Deductions of the Company differs from its adjusted basis for tax purposes, then items any fiscal year shall be specially allocated to the Member who bears the economic risk of income, gain, loss, deduction or credit related loss for the liability in question. The provisions of this Section 10.4(d) are intended to such property satisfy the requirements of Regulations sections 1.704-2(e)(2) and 1.704-2(i)(1) and shall be interpreted in accordance therewith for tax all purposes under this Agreement. (e) No net loss shall be allocated to a Member pursuant to Section 10.2 hereof to the extent that such loss would cause such Member to have an Adjusted Capital Account Deficit at the end of any fiscal year. Instead, any such loss shall be allocated to each other Member to the extent that such allocation would not cause such other Member to have an Adjusted Capital Account Deficit. (f) Net Income and Net Loss of the Company shall not be allocated in accordance with Section 10.2 hereof or any paragraph of this Section 10.4 other than this paragraph (f) if and to the extent that any such allocation would cause the Company’s allocations not to have substantial economic effect for purposes of section 704(b)(2) of the Code under the economic effect equivalence test set forth in Regulations section 1.704-1(b)(2)(ii)(i), and any such Net Income and Net Loss shall instead be allocated to and among the Members so as to take account of in the variation between the adjusted basis of the property for tax purposes amounts and its Carrying Value in the manner provided for necessary to cause the Company’s allocations to comply with such economic effect equivalence test. For purposes of this Section 10.4(f) only, it shall be assumed that no Member is obligated to contribute to the Company any cash or property to eliminate the deficit balance existing in its Capital Account upon the liquidation of the Company except to the extent that such Member is personally liable under Code law or by contract to satisfy a Company liability. (g) The allocations set forth in this Section 704(c10.4 (the “Regulatory Allocations”) using are intended to comply with certain requirements of Regulations sections 1.704-1(b) and 1.704-2. Notwithstanding any permitted method as selected by other provision of this Article X (other than the Board Regulatory Allocations), the Regulatory Allocations shall be taken into account in making allocations among the Members of Managers Net Income and Net Loss (and items thereof) of the Company other than the Regulatory Allocations such that, to the extent possible, the net amount of such allocations of Net Income and Net Loss (and items thereof) other than the Regulatory Allocations, together with the Regulatory Allocations, shall equal the net amount that would have been allocated to and among the Members had the Regulatory Allocations not occurred. (h) It is intended that the allocations set forth in their sole discretionSection 10.2 satisfy the substantial economic effect requirement of section 704(b) of the Code. However, in the event that counsel to the Company or any Member determines that such requirements are not satisfied, the Members shall modify such allocations in order to comply with such requirements.

Regulatory Allocations. For all periods when This Agreement shall be deemed to contain provisions relating to “minimum gain chargeback,” “nonrecourse deductions,” “qualified income offset,” “gross income allocations,” and any other provision required to be contained in this Agreement pursuant to the Treasury Regulations promulgated under section 704(b) of the Code (the “Regulatory Allocations”), other than any requirement that a Member be required to contribute to the Company an amount equal to any deficit in the Member’s capital account. No allocation of Loss shall be made to a Member if the allocation would result in a negative balance in the Member’s Capital Account in excess of (a) the amount the Member has loaned to the Company or (b) the amount of the Company’s debt that the Member has guaranteed. In the event there is not a DRE, notwithstanding negative balance in the provisions Member’s Capital Account in excess of Section 6.1 the amount(s) set forth above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period Member shall be allocated to the Members income and gain in the manner and to the minimum extent required by the "minimum gain chargeback" provisions amount of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (that excess as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, quickly as possible. Any Loss that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company cannot be allocated to a Member if such allocation would cause or increase a negative balance pursuant to the restrictions contained in such Member's Capital Account (determined for purposes this paragraph shall be allocated to other Members. The Regulatory Allocations are intended to comply with the Treasury Regulations promulgated under section 704(b) of the Code. The other provisions of this Section 5.02(d) onlyArticle V notwithstanding, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) Regulatory Allocations shall be taken into account in allocating other Profits, Losses, and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, and deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as that, to take account the extent possible, the net amount of the variation between allocations of other Profits, Losses, and other items and the adjusted basis of Regulatory Allocations to each Member shall equal the property for tax purposes and its Carrying Value in net amount that would have been allocated to each Member if the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionRegulatory Allocations had not occurred.

Regulatory Allocations. For all periods when (A) Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Treasury Regulations Section 1.704 2(i)), if any, of the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in allocated for each period to the following order Member that bears the economic risk of priority: (a) Items loss within the meaning of income or gain (computed with the adjustments contained in paragraphs (iTreasury Regulations Section 1.704-2(i), and (ii) “nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulations Section 1.752-3(a)), (iii)if any, (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period Company shall be allocated to the Members in the manner and proportion to the minimum extent required by the "their respective Interests. (B) This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback" ” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of Treasury Regulation Regulations under Section 1.704-2(f704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Members on a priority basis to the extent and Treasury Regulation Section 1.704-2(i)(4)in the manner required by such provisions. (bC) All "nonrecourse deductions" (To the extent that Net Losses or items of loss or deduction otherwise allocable to a Member hereunder would cause such Member to have an Adjusted Capital Account Deficit as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company end of the taxable year to which such Net Losses, or items of loss or deduction, relate (after taking into account the allocation of all items of income and gain for any year such taxable period), such Net Losses, or items of loss or deduction, shall not be allocated to such Member and instead shall be allocated to the Members in accordance with their respective Percentage Interests; providedSection 2.1 of this Appendix A as if such Member were not a Member. (D) Any allocations required to be made pursuant to Section 2.2(a) through Section 2.2(c) of this Appendix A (the “Regulatory Allocations”) (other than allocations, however, that nonrecourse deductions attributable the effects of which are likely to "partner nonrecourse debt" (as defined be offset in Treasury Regulation Section 1.704-2(b)(4)the future by other special allocations) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i)taken into account, (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required permitted by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance Regulations, in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items computing subsequent allocations of income, gain, loss, loss or deduction or credit shall be pursuant to Section 2.1 of this Appendix A so that the net amount of any items so allocated and all other items allocated to each Member shall, to the Members in extent possible, be equal to the same manner as are Net Profits and Net Losses; provided, however, amount that if the Carrying Value would have been allocated to each Member pursuant to Section 2.1 of any property this Appendix A had such Regulatory Allocations under this Section 2.2 of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionthis Appendix A not occurred.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items Notwithstanding any other provision of income or gain (computed with the adjustments contained in paragraphs this Agreement, (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "“partner nonrecourse deductions" ” (as defined in Treasury Regulation Regulations Section 1.704-2(b)(12(i)) ), if any, of the Company shall be allocated for any year each period to the Member that bears the economic risk of loss within the meaning of Regulations Section 1.704-2(i) and (ii) “nonrecourse deductions” (as defined in Regulations Section 1.704-2(b)) and excess nonrecourse liabilities” (as defined in Regulations Section 1.752-3(a)), if any, of the Company shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable . (b) This Agreement shall be deemed to "include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt" debt minimum gain chargeback” provisions within the meaning of the Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Members on a priority basis to the extent and in the manner required by such provisions. (c) To the extent that Net Loss or items of loss or deduction otherwise allocable to a Member hereunder would cause such Member to have an Adjusted Capital Account Deficit as defined in Treasury Regulation Section 1.704-2(b)(4of the end of the taxable year to which such Net Loss, or items of loss or deduction, relate (after taking into account the allocation of all items of income and gain for such taxable period)) , such Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)6.01 as if such Member were not a Member. (d) In no event shall Net Losses If any Member has an Adjusted Capital Account Deficit at the end of any taxable year that is in excess of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes sum of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the such Member is obligated to restore pursuant to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.02(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.02(c) and decreasing it by the amounts specified this Section 6.02(d) were not in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6)this Agreement. (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding Notwithstanding the provisions of Section 6.1 5.01 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (viiii) of the definition of "Net Profits" Profits and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company LLC for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (viiii) of the definition of "Net Profits" Profits and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d1(b)(2)(ii)(D). (d) In no event shall Net Losses of the Company LLC be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Adjusted Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Adjusted Capital Account balance by the amount the Member is obligated to restore to the Company LLC pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company LLC differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion).

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the Notwithstanding any other provisions of this Section 6.1 above6.2, the following special allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priorityfor each taxable period: (ai) Items Notwithstanding any other provision of this Section 6.2, if there is a net decrease in Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.2(b), each Member’s Capital Account shall be determined, and the allocation of income or gain (computed required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.2(b) with respect to such taxable period. This Section 6.2(b)(i) is intended to comply with the adjustments contained minimum gain chargeback requirement in paragraphs Treasury Regulation Section 1.704- 2(f) and shall be interpreted consistently therewith. (iii) Notwithstanding the other provisions of this Section 6.2 (other than Section 6.2(b)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.2(b), each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.2(b), other than Section 6.2(b)(i) above, with respect to such taxable period. This Section 6.2(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.2(b)(i) and 6.2(b)(ii) above, a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (ii)5) or (6) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the taxable year) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible provided that an allocation pursuant to this Section 6.2(b)(iii) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account after all allocations provided for in this Article 6 have been tentatively made as if this Section 6.2(b)(iii) were not in this Agreement. This Section 6.2(b)(iii) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1 (iii), b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv)) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable year, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.2(b)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided for in this Article 6 have been tentatively made as if Section 6.2(b)(iii) and this Section 6.2(b)(iv) were not in this Agreement. (v) To the extent an adjustment to the adjusted tax basis of any Company property pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-l(b)(2)(iv)(m)(2) or 1.704-l(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-l(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-l(b)(2)(iv)(m)(4) applies. (vi) If, as a result of an exercise of a noncompensatory option or warrant, a Capital Account reallocation is required under Proposed Treasury Regulation Section 1.704-l(b)(2)(iv)(s)(3) (as such Proposed Treasury Regulation may be amended or modified, including upon the definition issuance of "Net Profits" temporary or final Treasury Regulations), the Company shall make corrective allocations pursuant to Proposed Treasury Regulation Section 1.704-l(b)(4)(x), as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations. (vii) If any holder of Management Units or Profits Units forfeits all or a portion of such Units, the Company shall make forfeiture allocations to such holder in the manner and "Net Losses"to the extent required by Proposed Treasury Regulation Section 1.704-1(b)(4)(xii) (as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations). (viii) Nonrecourse Deductions for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members holding Preferred Units or Series B Units in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1)relative Nonrecourse Deduction Shares. (cix) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Members in Member that bears the manner and Economic Risk of Loss with respect to the extent required by the "qualified income offset" provisions of Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(d2(i). (d) In no event shall Net Losses . If more than one Member bears the Economic Risk of the Company be allocated Loss with respect to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) onlyNonrecourse Debt, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit Nonrecourse Deductions attributable thereto shall be allocated to the between or among such Members in accordance with the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value ratios in which they share such Economic Risk of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionLoss.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding Notwithstanding the provisions of Section 6.1 above3.3 to the contrary, the following special allocations of Net Profits, Net Losses and items thereof shall be made in given effect for purposes of maintaining the following order of priority:Participants' Capital Accounts. (a) Items of income If either Participant unexpectedly receives any adjustments, allocations, or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined distributions described in Treasury Regulation Section Sections 1.704-2(b)(11(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-l(b)(2)(ii)(d)(6), which result in a deficit Capital Account balance, items of the Company for any year income and gain shall be specially allocated to the Members each such Participant in accordance with their respective Percentage Interests; providedan amount and manner sufficient to eliminate, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of Regulations, the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for deficit of such Participant as quickly as possible. For the purposes of this Section 5.02(d) only3.4(a), by increasing the Membereach Participant's Capital Account balance shall be increased by the sum of (i) the amount the Member such Participant is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(cany provision of the Agreement, and (ii) and the amount the Member such Participant is deemed to be obligated to restore pursuant to the Company pursuant to penultimate sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5). (b) The "minimum gain chargeback" and "partner minimum gain chargebaok" provisions of Treasury Regulation Sections 1.704-2(f) and decreasing it 1.704-2(i)(4), respectively, are incorporated herein by the amounts specified in reference and shall be given effect. In accordance with Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4)(5) and (62(i)(l). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit deductions attributable to a "partner nonrecourse liability" shall be allocated to the Members in Participant that bears the same manner as are Net Profits and Net Losses; provided, however, that if economic risk of loss for such liability. (c) If the Carrying Value allocation of deductions to either Participant would cause such Participant to have a deficit Capital Account balance at the end of any property taxable year of the Company differs from its adjusted basis tax partnership (after all other allocations provided for tax purposesin this Article III have been made and after giving effect to the adjustments described in subparagraph (a) of Section 3.4), then items of income, gain, loss, deduction or credit related to such property for tax purposes deductions shall instead be allocated among to the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionOther Participant.

Regulatory Allocations. For all periods when This Agreement shall be deemed to contain provisions relating to “minimum gain chargeback,” “nonrecourse deductions,” “qualified income offset,” “gross income allocations,” and any other provision required to be contained in this Agreement pursuant to the Treasury Regulations promulgated under section 704(b) of the Code (the “Section 16 Allocations”), other than any requirement that a Member be required to contribute to the Company is not a DRE, notwithstanding an amount equal to any deficit in the provisions Member’s Capital Account. No allocation of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof Loss shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such the allocation would cause or increase result in a negative balance in such the Member's ’s Capital Account (determined for purposes in excess of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore pursuant to the Company pursuant to Treasury Regulation penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5)(I)(5) of the Treasury Regulation. If there is a negative balance in the Member’s Capital Account in excess of the amount(s) set forth above, the Member shall be allocated income and decreasing it by gain in the amounts specified amount of that excess as quickly as possible. Any Loss that cannot be allocated to a Member pursuant to the restrictions contained in this paragraph shall be allocated to other Members. The Section 16 Allocations are intended to comply with the Treasury Regulations promulgated under section 704(b) of the Code. The other provisions of this Article V notwithstanding, the Section 1.704-1(b)(2)(ii)(d)(4)(5) 16 Allocations shall be taken into account in allocating other Profits, Losses, and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, and deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as that, to take account the extent possible, the net amount of the variation between allocations of other Profits, Losses, and other items and the adjusted basis of Section 16 Allocations to each Member shall equal the property for tax purposes and its Carrying Value in net amount that would have been allocated to each such Member if the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion16 Allocations had not occurred.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions Notwithstanding any other provision of this Section 6.1 above4.1, the following regulatory allocations of Net Profits, Net Losses and items thereof shall will be made in the following order of priority:for each fiscal year (or portion thereof): (ai) If there is a net decrease in Partnership Minimum Gain or Partner Minimum Gain during any Fiscal Year, the Members will be allocated items of income and gain for such year (and, if necessary, for subsequent years) in accordance with Treasury Regulations section 1.704-2(f) or section 1.704-2(i)(4), as applicable. (ii) Any Partner Nonrecourse Deductions for any Fiscal Year will be specially allocated to the Member(s) who bears the economic risk of loss with respect to the Partner Nonrecourse Debt (as hereafter defined) to which such Partner Nonrecourse Deductions are attributable, in accordance with Treasury Regulations section 1.704-2(i). (iii) Items of income or and gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall will be allocated to the Members in accordance with the provisions “qualified income offset” requirements of Treasury Regulation Section Regulations section 1.704-2(i)(1l(b)(2)(ii)(d). (civ) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to To the extent required by the "qualified income offset" provisions any allocation of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation losses would cause or increase a negative deficit balance in such Member's the Capital Account (determined for purposes as to any Member, such allocation of this Section 5.02(d) onlylosses will be reallocated among the other Members in proportion to their respective Membership Interests, by increasing but in a manner that will not produce or increase a deficit balance in the Member's Capital Account balance by of any other Member. (v) The allocations set forth in Sections 4.1(b)(i) through (iv) above and Section 4.1(c) below (the amount “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the Member is obligated to restore to the Company pursuant to requirements of Treasury Regulation Section Regulations sections 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1l(b) and 1.704-2(i)(5)) and decreasing it by 2. Notwithstanding the amounts specified provisions of Section 4.1, the Regulatory Allocations will be taken into account in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all allocating other items of income, gain, loss, loss and deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as that, to take account the extent possible, the net amount of such allocations of other items and the variation between Regulatory Allocations to each Member will be equal to the adjusted basis of net amount that would have been allocated to each such Member if the property for tax purposes and its Carrying Value Regulatory Allocations had not occurred. (vi) As used in this Section 4.1(b), the manner provided for under Code Section 704(c) using any permitted method as selected by capitalized terms below will have the Board of Managers in their sole discretion.following meanings:

Regulatory Allocations. For all periods when The allocations set forth in Sections 4.1 and 4.2 are intended to allocate Profits and Losses to the Company is not a DRE, notwithstanding Partners in compliance with the requirements of section 704(b) of the Code and the Regulations promulgated thereunder. If the General Partner reasonably determines that the allocation of Profits or Losses for any period pursuant to the provisions of Section 6.1 above, Sections 4.1 and 4.2 does not satisfy the following allocations “substantial economic effect safe harbor” of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (visection 704(b) of the definition Code or the Regulations promulgated thereunder (including the minimum gain and partner minimum gain chargeback requirements of "Net Profits" Regulations §1.704-2 and "Net Losses") for any taxable period the qualified income offset requirement of Regulations §1.704-1(b)(2)(ii)(d)), then notwithstanding anything to the contrary contained in this Agreement, items otherwise included in the computation of Profits and Losses shall be specially allocated in such manner as the General Partner shall reasonably determine to the Members in the manner and to the minimum extent be required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)section 704(b) of the Company for any year shall be allocated to Code and the Members in accordance with their respective Percentage InterestsRegulations promulgated thereunder; provided, however, that nonrecourse deductions attributable that, if the General Partner exercises authority to "partner nonrecourse debt" make such allocations, then, notwithstanding the other provisions of this Section 4.3, but subject to section 704(b) of the Code and the Regulations promulgated thereunder, the General Partner shall reallocate other items of income, gain, deduction, loss, or other items otherwise included in the computation of Profit or Loss among the Partners so as to cause the Partners’ respective separate Capital Accounts to have balances (or as defined in Treasury Regulation close thereto as possible) they would have if Profits and Losses and all other items of income, gain, deduction or loss were allocated without reference to the allocations permitted by this Section 1.704-2(b)(4)) 4.3. For the avoidance of doubt, no Loss shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member Limited Partner if such allocation would cause or increase a negative balance in such Member's an Adjusted Capital Account (determined for purposes Deficit with respect to such Limited Partner at the end of any Fiscal Year, and all Losses in excess of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit limitation shall be allocated to the Members General Partner and then offset, as soon as practicable, by subsequent special allocations of Profits and gross items of income otherwise included in the same manner as are Net computation of Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when 5.2.1. Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Regulations Section 1.704 2(i)), if any, of the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in allocated for each period to the following order Member that bears the economic risk of priority: (a) Items loss within the meaning of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (vRegulations Section 1.704-2(i) and (viii) “nonrecourse deductions” (as defined in Regulations Section 1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Regulations Section 1.752-3(a)), if any, of the Company shall be allocated equally among the Members. 5.2.2. This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Regulations under Section 704(b) of the definition Code. Accordingly, notwithstanding any other provision of "Net Profits" and "Net Losses") for any taxable period this Agreement, items of gross income shall be allocated to the Members on a priority basis to the extent and in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4)such provisions. (b) All "nonrecourse deductions" (5.2.3. To the extent that Net Loss or items of loss or deduction otherwise allocable to a Member hereunder would cause such Member to have an Adjusted Capital Account Deficit as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company end of the taxable year to which such Net Loss, or items of loss or deduction, relate (after taking into account the allocation of all items of income and gain for any year such taxable period), such Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be allocated to the Members in accordance with their respective Percentage Interests; providedSection 5.1 as if such Member were not a Member. 5.2.4. If any Member has an Adjusted Capital Account Deficit at the end of any taxable year, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) such Member shall be specially allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items items of income or and gain (computed with in the adjustments contained in paragraphs (i)amount of such Adjusted Capital Account Deficit as quickly as possible, (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period provided that an allocation pursuant to this Section 5.2.4 shall be allocated to the Members in the manner made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been made as if Section 5.2.3 and this Section 5.2.4 were not in this Agreement. 5.2.5. Any allocations required to be made pursuant to Sections 5.2.1-5.2.4 (the “Regulatory Allocations”) (other than allocations, the effects of which are likely to be offset in the future by other special allocations) shall be taken into account, to the extent permitted by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance Regulations, in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items computing subsequent allocations of income, gain, loss, loss or deduction or credit shall be pursuant to Section 5.1 so that the net amount of any items so allocated and all other items allocated to each Member shall, to the Members in extent possible, be equal to the same manner as are Net Profits and Net Losses; provided, however, amount that if would have been allocated to each Member pursuant to Section 5.1 had such Regulatory Allocations under this Section 5.2 not occurred. 5.2.6. It is intended that prior to a distribution of the Carrying Value of any property proceeds from a liquidation of the Company differs from its adjusted basis for tax purposespursuant to Section 10.3, then the positive Capital Account balance of each Member shall be equal to the amount that such Member is entitled to receive pursuant to Section 10.3. Accordingly, notwithstanding anything to the contrary in this Article V, to the extent permissible under Sections 704(b) of the Code and the Regulations thereunder, Net Profit and Net Loss and, if necessary, items of incomegross income and gross deductions, gainof the Company for the year of liquidation of the Company (or, lossif earlier, deduction the year in which all or credit related to such property for tax purposes substantially all of the Company’s assets are sold, transferred or disposed of) shall be allocated among the Members so as to take account bring the positive Capital Account balance of each Member as close as possible to the variation between amount that such Member would receive if the adjusted basis of Company were liquidated and all the property for tax purposes and its Carrying Value proceeds were distributed in the manner provided for under Code accordance with Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion10.3.

Regulatory Allocations. For all periods when Notwithstanding the Company is not a DRE, notwithstanding the foregoing provisions of Section 6.1 abovethis Article 5, the following special allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained 5.2.1 If there is a net decrease in paragraphs (i)Company Minimum Gain during a Company taxable year, (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period then each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Member’s share of the Members net decrease in the manner and Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2). This Section 5.2.1 is intended to comply with the minimum extent required by the "minimum gain chargeback" provisions chargeback requirement of Treasury Regulation Regulations Section 1.704-2(f) and Treasury Regulation shall be interpreted consistently therewith. 5.2.2 If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Regulations Section 1.704-2(g)(2). This Section 5.2.2 is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. 5.2.3 If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be allocated to all such Members (in proportion to the deficit amounts of their respective Adjusted Capital Accounts) in an amount and manner sufficient to eliminate the deficit balance in the Adjusted Capital Account of such Member as quickly as possible. It is intended that this Section 5.2.3 qualify and be construed as a “qualified income offset” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d). (b5.2.4 If the allocation of Net Loss to a Member as provided in Section 5.1 hereof would create or increase a deficit balance in its Adjusted Capital Account, there shall be allocated to such Member only that amount of Net Loss as will not create or increase any such deficit balance. The Net Loss that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to the limitations of this Section 5.2.4. 5.2.5 To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) All "nonrecourse deductions" (as defined in Treasury Regulation or Code Section 743(b) is required, pursuant to Regulations Section 1.704-2(b)(11(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4)) , to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Company for any year asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their respective Percentage Interests; provided, however, interests in the Company in the event that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Regulations Section 1.704-2(b)(4)1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 5.2.6 The Nonrecourse Deductions for each taxable year of the Company shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1)proportion to their Percentage Interest. (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period 5.2.7 The Member Nonrecourse Deductions shall be allocated each year to the Members in Member that bears the manner and economic risk of loss (within the meaning of Regulations Section 1.752-2) for the Member Nonrecourse Debt to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)which such Member Nonrecourse Deductions are attributable. 5.2.8 The allocations set forth in Sections 5.2.1 through 5.2.7, inclusive (dthe “Regulatory Allocations”) In no event shall Net Losses are intended to comply with certain requirements of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Regulations Sections 1.704-2(g)(11(b) and 1.704-2(i)(52(i)) and decreasing it by . Notwithstanding the amounts specified provisions of Section 5.1, the Regulatory Allocations shall be taken into account in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all allocating other items of income, gain, loss, loss and deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as that, to take account the extent possible, the net amount of such allocations of other items and the variation between Regulatory Allocations to each Member shall be equal to the adjusted basis of net amount that would have been allocated to each such Member if the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionRegulatory Allocations had not occurred.

Regulatory Allocations. For all periods when (a) Minimum Gain Chargeback. Except as set forth in Treasury Regulation Section 1.704~2(f)(2), (3), and (4). notwithstanding any other provision of this Agreement, if there is a net decrease in Minimum Gain during any Allocation Period, each Member shall be allocated, before any other allocation of Company items for such Allocation Period, items of gross income and gain for such Allocation Period (and, if necessary, for subsequent Allocation Periods) in proportion to. and to the Company is not a DRE, notwithstanding the provisions of Section 6.1 aboveextent of, the following allocations amount of Net Profits, Net Losses such Member’s share of the net decrease in Minimum Gain during such year. Allocations of Company income and items thereof gain pursuant to this Section 7.3(a) shall be made in proportion to the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall respective amounts required to be allocated to each Member in accordance with Treasury Regulation Sections 1.704-2(1) and 1.704-2(j)(2). It is the Members in intent of the manner and parties hereto that any allocation pursuant to the minimum extent required by the "this Section 7.3(a) shall constitute a “minimum gain chargeback" provisions of ” under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Debt Minimum Gain Chargeback. Except as set forth in Treasury Regulation Section 1.703-2(i)(4). notwithstanding any other provision of this Agreement, if, during any Allocation Period, there is a net decrease for an Allocation Period in Member Nonrecourse Debt Minimum Gain attributable to a Member, each Member with a share of the Member Nonrecourse Debt Minimum Gain attributable to partner nonrecourse debt (as defined in Treasury Regulation Section 1 ,704-2(b)(4)), computed in accordance with Treasury Regulation Section 1.704-2(i)(5), shall be allocated items of gross income and gain for such Allocation Period (and, if necessary’', subsequent Allocation Periods) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain, computed in accordance with Treasury Regulation Section 1.704-2(i)(4). (b. Allocations of Company income and gain pursuant to this Section 7.3(b) All shall be made in proportion to the respective amounts required to be allocated to each Member in accordance with Treasury Regulation Sections 1.7042(i)(4) and 1.704-2(j)(2). It is the intent of the parties hereto that any allocation pursuant to this Section 7.3(b) shall constitute a "nonrecourse deductionsminimum gain chargeback" (as defined in under Treasury Regulation Section 1.704-2(b)(1)2(i)(4) of the Company for any year and shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1)interpreted consistently therewith. (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE3.5.2.1. Notwithstanding any other provision of this Agreement, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "“partner nonrecourse deductions" ” (as defined in Treasury Regulation Section 1.704-2(b)(12(i)), if any, of the Company shall be allocated for each period to the Member that bears the economic risk of loss within the meaning of Treasury Regulation Section 1.704-2(i) and (ii) “nonrecourse deductions” (as defined in Treasury Regulation Section 1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulation Section 1.752-3(a)), if any, of the Company shall be allocated to the Members pro rata in accordance with their respective Membership Interests. 3.5.2.2. This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Treasury Regulations under Section 704(b) of the Company Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Members on a priority basis to the extent and in the manner required by such provisions. 3.5.2.3. To the extent that Net Loss or items of loss or deduction otherwise allocable to a Member hereunder would cause such Member to have an Adjusted Capital Account Deficit as of the end of the taxable year to which such Net Loss, or items of loss or deduction, relate (after taking into account the allocation of all items of income and gain for any year such taxable period), such Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (Section 3.5.1 as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1)if such Member were not a Member. (c) Items 3.5.2.4. If any Member has an Adjusted Capital Account Deficit at the end of income or gain (computed with the adjustments contained any taxable year that is in paragraphs (i), (ii), (iii), (iv), (v) and (vi) excess of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses sum of the Company be allocated to a Member if amount such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore pursuant to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to penultimate sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 3.5.2.4 shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Section 3.5 have been made as if Section 3.5.2.3 and this Section 3.5.2.4 were not in this Agreement. 3.5.2.5. Any allocations required to be made pursuant to Section 3.5.2.1 through 3.5.2.4 (the “Regulatory Allocations”) and decreasing it (other than allocations, the effects of which are likely to be offset in the future by other special allocations) shall be taken into account, to the extent permitted by the amounts specified Treasury Regulations, in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items computing subsequent allocations of income, gain, loss, loss or deduction or credit shall be pursuant to Section 3.5.1 so that the net amount of any items so allocated and all other items allocated to each Member shall, to the Members in extent possible, be equal to the same manner as are Net Profits and Net Losses; provided, however, amount that if would have been allocated to each Member pursuant to Section 3.5.1 had such Regulatory Allocations under this Section 3.5.2 not occurred. 3.5.2.6. It is intended that prior to a distribution of the Carrying Value of any property proceeds from a liquidation of the Company differs from its adjusted basis for tax purposespursuant to Section 7.3.3, then the positive Capital Account balance of each Member shall be equal to the amount that such Member is entitled to receive pursuant to Section 7.3.3. Accordingly, notwithstanding anything to the contrary in this Section 3.5, to the extent permissible under Sections 704(b) of the Code and the Treasury Regulations thereunder, Net Profit and Net Loss and, if necessary, items of incomegross income and gross deductions, gainof the Company for the year of liquidation of the Company (or, lossif earlier, deduction the year in which all or credit related to such property for tax purposes substantially all of the Company’s assets are sold, transferred or disposed of) shall be allocated among the Members so as to take account bring the positive Capital Account balance of each Member as close as possible to the variation between amount that such Member would receive if the adjusted basis of Company were liquidated and all the property for tax purposes and its Carrying Value proceeds were distributed in the manner provided for under Code accordance with Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion7.3.3.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items The foregoing provisions of income or gain (computed with this Article VIII shall be subject to the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period following limitation: no Member shall be allocated any items of loss, expense or deduction hereunder if such allocation results in a Capital Account deficit for such Member. Any balance of such items of loss, expense or deduction shall be specially allocated to the other Members in the manner and proportion to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4)their positive Capital Account balances. (b) All "nonrecourse deductions" (as defined Notwithstanding the foregoing provisions of this Article VIII, in Treasury Regulation Section the event any Member unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704(b)(2)(ii)(d)(4), 1.704-2(b)(1)1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the Company for any year Treasury Regulations, items of income and gain shall be specially allocated to the Members each such Member in accordance with their respective Percentage Interests; providedan amount and manner sufficient to eliminate, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions Treasury Regulations, the Adjusted Capital Account Deficit of Treasury Regulation such Member as quickly as possible, provided that an allocation pursuant to this Section 1.704-1(b)(2)(ii)(d)8.9(b) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made as if this Section 8.9(b) were not in the Agreement. (dc) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance The allocations set forth in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(58.9(a) and (6). b) (ethe "Regulatory Allocations") Except as otherwise provided herein or as required by Code Section 704are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, for tax purposesto the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of income, gain, loss, loss or deduction or credit shall be allocated pursuant to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code this Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion8.9.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding Notwithstanding the provisions of Section 6.1 5.02 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (viiii) of the definition of "“Net Profits" Profits and "Net Losses"”) for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "“minimum gain chargeback" ” provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "“nonrecourse deductions" ” (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Intereststhe same manner as Net Profits or Net Losses; provided, however, that nonrecourse deductions attributable to "“partner nonrecourse debt" ” (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (viiii) of the definition of "“Net Profits" Profits and "Net Losses"”) for any taxable period shall be allocated to the Members in the manner and to the extent required by the "“qualified income offset" ” provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Adjusted Capital Account (determined determined, for purposes of this Section 5.02(d5.03(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) In the event that items of income, gain, loss or deduction are allocated to one or more Members pursuant to any of subsections (a) through (d) above (the “Original Allocation”), subsequent items of income, gain, loss or deduction will first be allocated (subject to the provisions of subsections (a) through (d) above) to the Members in a manner designed to result in each Member having a Capital Account balance equal to what it would have been had the Original Allocation not occurred; provided, however, that no such allocation shall be made pursuant to this subsection (e) if (i) the Original Allocation had the effect of offsetting a prior Original Allocation or (ii) the Original Allocation likely (in the opinion of the Company’s accountants) will be offset by another Original Allocation in the future (e.g., an Original Allocation of “nonrecourse deductions” under subsection (b) above that likely will be offset by a subsequent “minimum gain chargeback” under subsection (a) above). (f) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion).

Regulatory Allocations. For all periods when Notwithstanding the Company is not a DRE, notwithstanding the foregoing provisions of Section 6.1 abovethis Article 5, the following special allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with 5.2.1 If there is a net decrease in Company Minimum Gain during a Company taxable year, then, to the adjustments contained in paragraphs (iextent required by Regulations Section 1.704-2(f), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Member’s share of the Members net decrease in the manner and Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2). This Section 5.2.1 is intended to comply with the minimum extent required by the "minimum gain chargeback" provisions chargeback requirement of Treasury Regulation Regulations Section 1.704-2(f) and Treasury Regulation shall be interpreted consistently therewith. 5.2.2 If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall, to the extent required by Regulations Section 1.704-2(i)(4). , be specially allocated items of Company income and gain for such taxable year (band, if necessary, subsequent years) All "nonrecourse deductions" (as defined in Treasury Regulation an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Regulations Section 1.704-2(b)(12(g)(2). This Section 5.2.2 is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. 5.2.3 If any Member unexpectedly receives an adjustment, allocation, or distribution of the Company type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), and after receiving such adjustment, allocation, or distribution, such Member has an Adjusted Capital Account Deficit, items of income and gain shall be allocated to all such Members (in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member as quickly as possible. This Section 5.2.3 is intended to constitute a “qualified income offset” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. 5.2.4 If the allocation of Net Loss to a Member as provided in Section 5.1 would create or increase an Adjusted Capital Account Deficit for such Member, there shall be allocated to such Member only that amount of Net Loss as will not create or increase an Adjusted Capital Account Deficit. The Net Loss that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to the limitations of this Section 5.2.4. If, after the allocation of Net Loss pursuant to the preceding two sentences, no additional amount of Net Loss can be allocated to any year Member without creating or increasing an Adjusted Capital Account Deficit for such Member, then Net Loss shall be allocated to the Members in accordance with their respective relative Percentage Interests; provided, however, that nonrecourse deductions attributable . This Section 5.2.4 is intended to "partner nonrecourse debt" (as defined implement the alternate test for economic effect set forth in Treasury Regulation Regulations Section 1.704-2(b)(41(b)(2)(ii)(d) and shall be interpreted consistently therewith. 5.2.5 To the extent that an adjustment to the adjusted tax basis of any Company Asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 5.2.6 The Nonrecourse Deductions for each taxable year of the Company shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1)proportion to their Percentage Interests. (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period 5.2.7 The Member Nonrecourse Deductions shall be allocated each year to the Members in Member that bears the manner and economic risk of loss (within the meaning of Regulations Section 1.752-2) for the Member Nonrecourse Debt to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)which such Member Nonrecourse Deductions are attributable. 5.2.8 The allocations set forth in Sections 5.2.1, 5.2.2, 5.2.3, 5.2.4, 5.2.5, 5.2.6 and 5.2.7 (dthe “Regulatory Allocations”) In no event shall Net Losses are intended to comply with certain requirements of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Regulations Sections 1.704-2(g)(11(b) and 1.704-2(i)(5)) and decreasing it 2. Notwithstanding the provisions of Section 5.1.2, the Regulatory Allocations shall be taken into account by the amounts specified Members in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all specially allocating other items of income, gain, loss, loss and deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. In exercising its discretion under this Section 5.2.8, the Members shall take into account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionfuture Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding Notwithstanding the provisions of Section 6.1 aboveParagraph 3.3 to the contrary, the following special allocations of Net Profits, Net Losses and items thereof shall be made in given effect for purposes of maintaining the following order of priority:Participants’ Capital Accounts. (a) Items If either Participant unexpectedly receives any adjustments, allocations, or distributions described in Treas. Reg. § 1.704 -1(b)(2)(ii)(d)(4), § 1.704 -1(b)(2)(ii)(d)(5) or § 1.704 -1(b)(2)(ii)(d)(6), which result in a deficit Capital Account balance, then items of income or and gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be specially allocated to the Members each such Participant in the an amount and manner and sufficient to eliminate, to the minimum extent required by the "minimum gain chargeback" provisions Treasury Regulations, the Capital Account deficit of Treasury Regulation Section 1.704-2(fsuch Participant as quickly as possible. For the purposes of this Paragraph, each Participant’s Capital Account balances shall be increased by the sum of (i) the amount such Participant is obligated to restore pursuant to any provision of the Agreement, and (ii) the amount such Participant is deemed to be obligated to restore pursuant to the penultimate sentences of Treas. Reg. §§ 1.704 -2(g)(1) and Treasury Regulation Section 1.704-2(i)(41.704 -2(i)(5). (b) All "The “minimum gain chargeback” and “partner minimum gain chargeback” provisions of Treas. Reg. §§ 1.704 -2(f) and 1.704 -2(i)(4), respectively, are incorporated herein by reference and shall be given effect. In accordance with Treas. Reg. § 1.704 2(i)(1), deductions attributable to a “partner nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year liability” shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, Participant that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) bears the economic risk of loss for such liability. All other allocations shall be allocated to the Members in accordance with the provisions regulation under Section 704(b) of Treasury Regulation Section 1.704-2(i)(1)the Code. (c) Items If the allocation of income or gain deductions to either Participant would cause such Participant to have a deficit Capital Account balance at the end of any taxable year of the tax partnership (computed with after all other allocations provided for in this Article III have been made and after giving effect to the adjustments contained described in paragraphs (iSubparagraph 3.4(a)), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period then such deductions shall instead be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)other Participant. (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the The following special allocations of Net Profits, Net Losses and items thereof shall be made in the following order of and priority: (a) Items of income or gain (computed In order to comply with the adjustments contained in paragraphs (i“minimum gain chargeback” requirements of Treas. Reg. §§ 1.704-2(f)(1) and 1.704-2(i)(4), (ii)and notwithstanding any other provision of this Agreement to the contrary, (iii)in the event there is a net decrease in a Member’s share of Minimum Gain and/or Member Nonrecourse Debt Minimum Gain during a Company taxable year, (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period such Member shall be allocated to the Members in the manner items of income and to the minimum extent gain for that year (and if necessary, other years) as required by and in accordance with Treas. Reg. §§ 1.704-2(f)(1) and 1.704-2(i)(4) before any other allocation is made. It is the "intent of the parties hereto that any allocation pursuant to this Section 5.5(a) shall constitute a “minimum gain chargeback" provisions of Treasury Regulation Section ” under Treas. Reg. §§ 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation Section Regulations §§ 1.704-2(b)(11(b)(2)(ii)(d)(4)) , 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of the Company for any year gross income and gain shall be specially allocated to the Members such Member in accordance with their respective Percentage Interests; providedan amount and manner sufficient to eliminate, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 5.5(b) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after making all other allocations provided for hereunder on the basis that the allocation provisions of Treasury Regulation this Section 5.5(b) are of no force or effect and such allocation does not create or increase an Adjusted Capital Account Deficit of any other Member. (c) Nonrecourse Deductions for any fiscal year or other period shall be specifically allocated to the Members pro rata according to their respective Membership Interests. Any Member Nonrecourse Deductions for any fiscal year or other period shall be specifically allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Deductions, attributed in accordance with Treas. Reg. § 1.704-1(b)(2)(ii)(d2(i). (d) In no event shall Net Losses of To the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code § 734(b) or Code § 743(b) is required, pursuant to Treasury Regulation Section Regulations § 1.704-1(b)(2)(ii)(c1 (b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein such gain or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit loss shall be specially allocated to the Members in the same a manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in consistent with the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in which their sole discretionCapital Accounts are required to be adjusted pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(m).

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items Minimum Gain Chargeback. ----------------------- (i) Notwithstanding any other provision of this Agreement (except as provided in subparagraph (ii) below), if there is a net decrease in Minimum Gain for a Partnership taxable year, each Partner shall be allocated, before any other allocation of Partnership items for such taxable year, items of income or and gain for such year (computed with the adjustments contained and, if necessary, for subsequent years) in paragraphs (i)proportion to, (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by of, the "minimum gain chargeback" provisions amount of Treasury such Partner's share of the net decrease in Minimum Gain during such year. The income allocated pursuant to this Section 7.3(a) in any taxable year shall be determined in accordance with Regulation Section 1.704-2(f2(b)(6). (ii) The allocation otherwise required pursuant to Section 7.3(a) shall not apply to a Partner to the extent that: (a) such Partner's share of the net decrease in Minimum Gain is caused by a guarantee, refinancing or other change in the instrument evidencing a nonrecourse debt of the Partnership which causes such debt to become a partially or wholly recourse debt or a Partner Nonrecourse Debt, and Treasury such Partner bears the economic risk of loss (within the meaning of Regulation Section 1.752-2) for such changed debt; (b) such Partner's share of the net decrease in Minimum Gain results from the repayment of a nonrecourse liability of the Partnership, which repayment is made using funds contributed by such Partner to the capital of the Partnership; (iii) the IRS, pursuant to Regulation Section 1.704-2(i)(42(f)(4). , waives the requirement of such allocation in response to a request for such waiver made by the General Partner on behalf of the Partnership (bwhich request the General Partner may or may not make, in its sole discretion, if it determines that the Partnership would be eligible therefor); or (iv) All "nonrecourse deductions" (as defined in Treasury additional exceptions to the requirement of such allocation are established by revenue rulings issued by the IRS pursuant to Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i2(f)(5), (ii)which exceptions apply to such Partner, (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required as determined by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance General Partner in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when Notwithstanding the Company is not a DRE, notwithstanding the foregoing provisions of Section 6.1 abovethis Article 5, the following special allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained 5.2.1 If there is a net decrease in paragraphs (i)Company Minimum Gain during a Company taxable year, (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period then each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Member’s share of the Members net decrease in the manner and Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2). This Section 5.2.1 is intended to comply with the minimum extent required by the "minimum gain chargeback" provisions chargeback requirement of Treasury Regulation Regulations Section 1.704-2(f) and Treasury Regulation shall be interpreted consistently therewith. 5.2.2 If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Regulations Section 1.704-2(g)(2). This Section 5.2.2 is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. 5.2.3 If any Member unexpectedly receives an adjustment, allocation, or Distribution of the type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be allocated to all such Members (in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member as quickly as possible. It is intended that this Section 5.2.3 qualify and be construed as a “qualified income offset” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d). 5.2.4 If the allocation of Net Loss (bor items of loss or deduction) All "nonrecourse deductions" (to a Member as defined provided in Treasury Regulation Section 5.1 hereof would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Net Loss as will not create or increase an Adjusted Capital Account Deficit. The Net Loss that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to the limitations of this Section 5.2.4. 5.2.5 To the extent that an adjustment to the adjusted tax basis of any Company Asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-2(b)(11(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a Distribution to a Member in complete liquidation of its Interest, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such Distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 5.2.6 The Nonrecourse Deductions for each taxable year of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) . 5.2.7 The Member Nonrecourse Deductions shall be allocated each year to the Members in accordance with Member that bears the provisions economic risk of Treasury Regulation loss (within the meaning of Regulations Section 1.7041.752-2(i)(1)2) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. 5.2.8 The allocations set forth in Sections 5.2.1, 5.2.2, 5.2.3, 5.2.4, 5.2.5, 5.2.6 and 5.2.7 hereof (cthe “Regulatory Allocations”) Items are intended to comply with certain requirements of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Regulations Sections 1.704-2(g)(11(b) and 1.704-2(i)(52(i)) . Notwithstanding the provisions of Sections 5.1.2 and decreasing it by 5.1.3, the amounts specified Regulatory Allocations shall be taken into account in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all allocating other items of income, gain, loss, loss and deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as that, to take account the extent possible, the net amount of such allocations of other items and the variation between Regulatory Allocations to each Member shall be equal to the adjusted basis of net amount that would have been allocated to each such Member if the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionRegulatory Allocations had not occurred.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding Notwithstanding the provisions of Section 6.1 5.02 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (viiii) of the definition of "“Net Profits" Profits and "Net Losses"”) for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "“minimum gain chargeback" ” provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "“nonrecourse deductions" ” (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Intereststhe same manner as Net Profits or Net Losses; provided, however, that nonrecourse deductions attributable to "“partner nonrecourse debt" ” (as defined in Treasury Regulation Section 1.704-1.704- 2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (viiii) of the definition of "“Net Profits" Profits and "Net Losses"”) for any taxable period shall be allocated to the Members in the manner and to the extent required by the "“qualified income offset" ” provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Adjusted Capital Account (determined determined, for purposes of this Section 5.02(d5.03(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) In the event that items of income, gain, loss or deduction are allocated to one or more Members pursuant to any of subsections (a) through (d) above (the “Original Allocation”), subsequent items of income, gain, loss or deduction will first be allocated (subject to the provisions of subsections (a) through (d) above) to the Members in a manner designed to result in each Member having a Capital Account balance equal to what it would have been had the Original Allocation not occurred; provided, however, that no such allocation shall be made pursuant to this subsection (e) if (i) the Original Allocation had the effect of offsetting a prior Original Allocation or (ii) the Original Allocation likely (in the opinion of the Company's accountants) will be offset by another Original Allocation in the future (e.g., an Original Allocation of “nonrecourse deductions” under subsection (b) above that likely will be offset by a subsequent “minimum gain chargeback” under subsection (a) above). (f) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion).

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed In order to comply with the adjustments contained in paragraphs (i"qualified income offset" requirement of the Regulations under Code Section 704(b), (iiand notwithstanding any other provision of this Agreement to the contrary, except Section 10.2(b), in the event a Member for any reason (iii)whether or not expected) has an Adjusted Capital Account Deficit, items of Net Income (iv), (v) and (vi) consisting of a pro rata portion of the definition of "Net Profits" and "Net Losses"items thereof) for any taxable period shall be allocated to such Member in an amount and manner sufficient to eliminate as quickly as possible the Members in the manner and Adjusted Capital Account Deficit. (b) In order to the minimum extent required by comply with the "minimum gain chargeback" provisions requirements of Treasury Regulation Section 1.704-2(f2(f)(1) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" , and notwithstanding any other provision of this Agreement to the contrary, in the event there is a net decrease in a Member's share of Company minimum gain (as defined in Treasury Regulation Section 1.704- 2(d)(1)) and/or Member nonrecourse debt minimum gain (as defined in Regulation Section 1.704-2(b)(12(i)(2)) of the during a Company for any year taxable year, such Member shall be allocated to the Members items of income and gain for that year (and if necessary, for other years) as required by and in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)2(f)(1) shall be allocated to the Members in accordance with the provisions of Treasury Regulation and Section 1.704-2(i)(1)2(i)(4) before any other allocation is made. (c) Items All items of income or gain (computed with the adjustments contained in paragraphs (ideduction and loss that, pursuant to Regulation Section 1.704-2(i), are attributable to a nonrecourse debt for which a Member (iior a Person related to such Member under Treasury Regulation Section 1.752-4(b)) bears the economic risk of loss (within the meaning of Regulation Section 1.752-2), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent such Member as required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d2(c). . Nonrecourse deductions (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance as defined in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(52(b)(3)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit any Fiscal Year shall be allocated to the Members in the same manner proportion as Losses are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related allocated to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionsuch Fiscal Year.

Regulatory Allocations. For all periods when Prior to any other allocations under the Company is not a DRE, notwithstanding the foregoing provisions of Section 6.1 abovethis Article V, the following special allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priorityorder: (a) Items of income or gain If there is a net decrease in Partnership Minimum Gain (computed with the adjustments contained in paragraphs (i)as defined below) during a taxable year, (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period each Member shall be allocated to the Members items of income and gain for such year in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation accordance with Section 1.704-2(f) and of the Treasury Regulation Section 1.704-2(i)(4)Regulations. (b) All "nonrecourse deductions" If there is a net decrease in Partner Nonrecourse Debt Minimum Gain (as defined below) during a taxable year, each Member who has a share of such Partner Nonrecourse Debt Minimum Gain, determined in Treasury Regulation accordance with Section 1.704-2(b)(1)2(i)(5) of the Company for any year Treasury Regulations, shall be specifically allocated to the Members items of income and gain for such year (and, if necessary, subsequent years) in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)2(i)(4) shall be allocated to of the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1)Regulations. (c) Items of income In the event any Member unexpectedly receives any adjustments, allocations or gain (computed with the adjustments contained distributions described in paragraphs (ib)(2)(ii)(d)(4), (ii5), or (iii), (iv), (v) and (vi6) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses 1 of the Company Treasury Regulations, there shall be specially allocated to a such Member if such allocation would cause or increase a negative balance items of income (including items of gross income) and gain, at such times and in such Member's amounts as will eliminate as quickly as possible that portion of its deficit (if any) in its Capital Account (determined as increased for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance purpose by the amount the which such Member is obligated to restore (pursuant to the Company terms of this Agreement or otherwise) or deemed obligated to restore pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation penultimate sentences in Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury Regulations--the Capital Account balance so adjusted being the "Adjusted Capital Account Balance") caused or increased by such adjustments, allocations or distributions. (d) No allocation under this Article V shall be made to a Member which would cause or increase a deficit balance in such Member's "Projected Capital Account" (as hereinafter defined) which exceeds the amount of the Member's Share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain. For purposes of the foregoing rule, the determination as to whether an allocation would create or increase a deficit balance in a Member's Projected Capital Account shall be made as of the end of the Fiscal Year to which such allocation relates. As used herein, the term "Projected Capital Account" means, with respect to any Member, such Member's Adjusted Capital Account Balance as of the last day of any applicable Fiscal Year but reduced by any applicable projected adjustments, allocations or distributions in accordance with the provisions of paragraphs (4)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5, (5) and (6) of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (e. The foregoing definition of Projected Capital Account is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit the Treasury Regulations and shall be allocated to the Members in the same manner as are Net Profits interpreted and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionapplied consistently therewith.

Regulatory Allocations. For all periods when (a) Subject to the exceptions stated in Treasury Regulation Sections 1.704-2(f) and 1.704-2(i)(4), if there is a net decrease in Company is not Minimum Gain or Member Minimum Gain during a DREfiscal year, notwithstanding each Member will be specially allocated items of income and gain for the provisions year (and, if necessary, for subsequent years) in an amount equal to the Member's share of the net decrease during the year (which share of the net decrease will be determined under Treasury Regulation Sections 1.704-2(g)(2) and 1.704-2(i)(5), respectively). The Members intend that this Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority:1.6 (a) Items of income or gain (computed complies with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of requirements in Treasury Regulation Section Sections 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4)2(i) and will be interpreted consistently therewith. (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall Any Nonrecourse Deductions will be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be specially allocated to the Members in accordance with the provisions of Members' Member Percentages. (c) Any Member Nonrecourse Deductions will be specially allocated to the Members as provided in Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a If any Member if such allocation would cause unexpectedly receives any adjustments, allocations or increase a negative balance distributions described in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4),(5) or (6) (modified as appropriate, by Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5)) ), items of Company income and decreasing it gain for the fiscal year will be specially allocated to the Member in an amount and manner sufficient to eliminate, to the extent required by the amounts specified Treasury Regulations, any Adjusted Capital Account Deficit of the Member as quickly as possible, provided, that an allocation pursuant to this Section 1.6(d) of this Exhibit B will be --------- made if and only to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in Treasury Regulations this Exhibit B have been tentatively made as if this Section 1.704-1(b)(2)(ii)(d)(4)(51.6(d) and (6).of --------- this Exhibit B were not in the Agreement. --------- (e) Except as otherwise provided herein or as required by To the extent any adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 704734(b) or Code Section 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, appropriate adjustments to the Capital Accounts will be made in accordance with the Treasury Regulations. (f) The allocations provided for tax purposesin this Section 1.6 of this Exhibit B (the "Regulatory Allocations"), all are intended to comply with --------- certain requirements of the Treasury Regulations. The Company can take the Regulatory Allocations into account in allocating other items of income, gain, loss, loss and deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as that, to take account the extent possible, the net amount of the variation between allocations of other items and the adjusted basis of Regulatory Allocations to each Member will be equal to the property for tax purposes and its Carrying Value in net amount that would have been allocated to each the manner provided for under Code Section 704(c) using any permitted method as selected by Member if the Board of Managers in their sole discretionRegulatory Allocations had not occurred.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income The Members intend that the allocations pursuant to this Section 9.3 shall be equivalent to allocations that are or gain (computed are deemed to be in accordance with the adjustments contained “partners interests in paragraphs (i), (ii), (iii), (iv), (vthe partnership” within the meaning of Regulations §§ 1.704-1(b) and (vi) of 1.704-2, and the definition of "Net Profits" and "Net Losses") for any taxable period Board shall be allocated to the Members make such changes in the manner allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4)chargebacks. (b) All "nonrecourse deductions" Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in Treasury clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 1.704-2(b)(19.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b)) . To the extent allocations of Losses cannot be made to any of the Company for any year Members because of this Section 9.3(b), such allocations shall be allocated made to the Members in accordance with their respective Percentage Interests; providedSection 9.2, howeveras applicable, that nonrecourse deductions attributable notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to "partner nonrecourse debt" (as defined in Treasury Regulation this Section 1.704-2(b)(4)9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members in accordance with the provisions of Treasury Regulation pursuant to this Section 1.704-2(i)(19.3(b). (c) Items A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of income or (a) the amount of such Member’s share of partnership minimum gain (computed with the adjustments contained as defined in paragraphs (i), (ii), (iii), (iv), (vRegulation §1.704-2(g)(l) and (vi3)) and (b) the amount of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account ’s share of partner nonrecourse debt minimum gain (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury as defined in Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and §1.704-2(i)(5)) ), and decreasing it decreased by the amounts specified reasonably expected adjustments, allocations and distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding Notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority9.2: (a) Items of income or gain (computed In order to comply with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (vTreasury Regulations §§ 1.704-1(b) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to 1.704-2, the minimum extent required by the "minimum gain chargeback" provisions of chargeback requirements in Treasury Regulation Section Regulations §§ 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4) are hereby incorporated in this Agreement. In addition, notwithstanding anything else in this Article 9, (i) deductions associated with Company nonrecourse liabilities described in Treasury Regulations § 1.704-2(c). (b) All "nonrecourse deductions" , and any “excess non-recourse liabilities” (as defined in Treasury Regulation Section 1.753-3), shall be allocated in accordance with Percentage Interests, and (ii) deductions associated with Member nonrecourse liabilities described in Treasury Regulations § 1.704-2(b)(12(i)(1) shall be allocated to the Member or Members who bear the economic risk of loss with respect to the Member nonrecourse liability to which such deductions are attributable, in accordance with Treasury Regulations § 1.704-2(i). (b) If any Member unexpectedly receives an adjustment, allocation or distribution of the Company for any year type contemplated by Treasury Regulations § 1.704-1(b)(2)(ii)(d)(4), (5) and (6) that causes such Member to have an Adjusted Capital Account deficit, items of income and gain shall be allocated to all such Members (in proportion to the amounts of their respective Adjusted Capital Account deficits) in an amount and manner sufficient to eliminate the deficit balances in such Members’ Capital Accounts that are in excess of such Members’ respective Adjusted Capital Account deficits, as quickly as possible. It is intended that this Section 9.3(b) qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulations § 1.704-1(b)(2)(ii)(d). The allocations provided in this Section 9.3(b) shall be made only if and to the extent that such Member would have a deficit in its Adjusted Capital Account after all other allocations provided in this Section 9.3 have been tentatively made as if this Section 9.3(b)(i) was not in this Agreement. (c) If the allocation of Losses (or items of loss or deduction) to a Member as provided in Section 9.2 hereof would create or increase an Adjusted Capital Account deficit, there shall be allocated to such Member only that amount of Losses (or items of loss or deduction) as will not create or increase an Adjusted Capital Account deficit. The Losses (or items of loss or deduction) that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to the limitations of this Section 9.3(c). (d) To the extent an adjustment to the adjusted tax basis of any Company Asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulations §§ 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Units, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their respective Percentage Interests; provided, however, interests in the Company in the event that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section Regulations § 1.704-2(b)(4)1(b)(2)(iv)(m)(2) shall be allocated applies, or to the Members to whom such distribution was made in accordance with the provisions of event that Treasury Regulation Section Regulations § 1.704-2(i)(1)1(b)(2)(iv)(m)(4) applies. (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretion.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the Notwithstanding any other provisions of this Section 6.1 above6.2, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of and priority: (ai) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") Nonrecourse Deductions for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, . (ii) Member Nonrecourse Deductions for any taxable year shall be allocated 100% to the Member that nonrecourse deductions bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable to "partner nonrecourse debt" (as defined in accordance with Treasury Regulation Section 1.704-2(b)(42(i)) . If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated to the between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.2(b)(ii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i)(1)2(i) and shall be interpreted consistently therewith. (ciii) Items Notwithstanding any other provision of this Section 6.2, if there is a net decrease in Minimum Gain during any taxable year, any Member shall be allocated items of Company income and gain for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704­2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.2(b), each Member’s Capital Account balance shall be determined, and the allocation of income or gain (computed required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.2 with respect to such taxable year. This Section 6.2(b)(iii) is intended to comply with the adjustments contained partner minimum gain chargeback requirement in paragraphs Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (iiv) Notwithstanding the other provisions of this Section 6.2 other than Section 6.2(b)(iii) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of Company income and gain for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(0(4) and (j)(2)(ii). For purposes of this Section 6.2(b), each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.2, other than Section 6.2(b)(iii) above, with respect to such taxable year. This Section 6.2(b)(iv) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (v) Except as provided in Section 6.2(b)(iii) and Section 6.2(b)(iv) above, in the event any Member unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (ii), 5) or (iii), (iv), (v6) items of Company income and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period gain shall be allocated to the Members such Member in the an amount and manner and sufficient to eliminate, to the extent required by such Treasury Regulation, the "deficit balance, if any, in its Adjusted Capital Account created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Section 6.2(b)(iii), 6.2(b)(iv) or 6.2(b)(vi), This Section 6.2(b)(v) is intended to constitute a qualified income offset" provisions of offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) and shall be interpreted consistently therewith. (dvi) In no the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable year, such Member shall Net Losses of the Company be allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.2(b)(vi) shall be made only if and to the extent that such Member would have a Member if such allocation would cause or increase a negative deficit balance in such Member's its Adjusted Capital Account (determined for purposes of after all other allocations provided in this Section 5.02(d6.2(b) only, by increasing (other than Section 6.2(b)(v)) have been tentatively made as if Section 6.2(b)(v) and this Section 6.2(b)(vi) were not in this Agreement. (vii) To the Member's Capital Account balance by the amount the Member is obligated to restore extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c1(b)(2)(iv)(m)(2) and or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Member’s Interest in the Company, the amount the Member is deemed obligated to restore of such adjustment to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein such item of gain or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit loss shall be allocated to the Members a manner consistent with the manner in the same manner as which their Capital Accounts are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its required to be adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related pursuant to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionprovisions.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof This Agreement shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated deemed to the Members in the manner and contain provisions relating to the minimum extent required by the "minimum gain chargeback," provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions," (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset," provisions of "gross income allocations," and any other provision required to be contained in this Agreement pursuant to the Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (dRegulations promulgated under section 704(b) In no event shall Net Losses of the Code (the "Regulatory Allocations"), other than any requirement that a Member be required to contribute to the Company an amount equal to any deficit in the Member's capital account. No allocation of Loss shall be made to a Member if the allocation would result in a negative balance in the Member's Capital Account in excess of (a) the amount the Member has loaned to the Company or (b) the amount of the Company's debt that the Member has guaranteed. In the event there is a negative balance in the Member's Capital Account in excess of the amount(s) set forth above, the Member shall be allocated income and gain in the amount of that excess as quickly as possible. Any Loss that cannot be allocated to a Member if such allocation would cause or increase a negative balance pursuant to the restrictions contained in such Member's Capital Account (determined for purposes this paragraph shall be allocated to other Members. The Regulatory Allocations are intended to comply with the Treasury Regulations promulgated under section 704(b) of the Code. The other provisions of this Section 5.02(d) onlyArticle V notwithstanding, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) Regulatory Allocations shall be taken into account in allocating other Profits, Losses, and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, and deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as that, to take account the extent possible, the net amount of the variation between allocations of other Profits, Losses, and other items and the adjusted basis of Regulatory Allocations to each Member shall equal the property for tax purposes and its Carrying Value in net amount that would have been allocated to each such Member if the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionRegulatory Allocations had not occurred.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the Notwithstanding any other provisions of this Section 6.1 above6.2, the following special allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priorityfor each taxable period: (ai) Items Notwithstanding any other provision of this Section 6.2, if there is a net decrease in Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704- 2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.2(b), each Member’s Capital Account shall be determined, and the allocation of income or gain (computed required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.2(b) with respect to such taxable period. This Section 6.2(b)(i) is intended to comply with the adjustments contained minimum gain chargeback requirement in paragraphs Treasury Regulation Section 1.704- 2(f) and shall be interpreted consistently therewith. (iii) Notwithstanding the other provisions of this Section 6.2 (other than Section 6.2(b)(i)), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.2(b), each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.2(b), other than Section 6.2(b)(i), with respect to such taxable period. This Section 6.2(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.2(b)(i) and 6.2(b)(ii), a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (ii)5) or (6) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the taxable year) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible provided that an allocation pursuant to this Section 6.2(b)(iii) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account after all allocations provided for in this Article 6 have been tentatively made as if this Section 6.2(b)(iii) were not in this Agreement. This Section 6.2(b)(iii) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1 (iii), b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv)) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable year, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.2(b)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided for in this Article 6 have been tentatively made as if Section 6.2(b)(iii) and this Section 6.2(b)(iv) were not in this Agreement. (v) To the extent an adjustment to the adjusted tax basis of any Company property pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-l(b)(2)(iv)(m)(2) or 1.704-l(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1. 704-l(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-l(b)(2)(iv)(m)(4) applies. (vi) If, as a result of an exercise of a noncompensatory option or warrant, a Capital Account reallocation is required under Proposed Treasury Regulation Section 1.704-l(b)(2)(iv)(s)(3) (as such Proposed Treasury Regulation may be amended or modified, including upon the definition issuance of "Net Profits" temporary or final Treasury Regulations), the Company shall make corrective allocations pursuant to Proposed Treasury Regulation Section 1.704-l(b)(4)(x), as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations. (vii) If any holder of Management Units or Profits Units forfeits all or a portion of such Units, the Company shall make forfeiture allocations to such holder in the manner and "Net Losses"to the extent required by Proposed Treasury Regulation Section 1.704-1(b)(4)(xii) (as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations). (viii) Nonrecourse Deductions for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4)accordance with their relative Nonrecourse Deduction Shares. (bix) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Members in Member that bears the manner and Economic Risk of Loss with respect to the extent required by the "qualified income offset" provisions of Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(d2(i). (d) In no event shall Net Losses . If more than one Member bears the Economic Risk of the Company be allocated Loss with respect to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) onlyNonrecourse Debt, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit Nonrecourse Deductions attributable thereto shall be allocated to the between or among such Members in accordance with the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value ratios in which they share such Economic Risk of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionLoss.

Regulatory Allocations. For all periods when 5.3.1 Notwithstanding any other provision in this Article 5 to the Company is not a DREcontrary, notwithstanding no allocation of income, gain, profit, deduction, loss, or expense will be made unless it would be considered under the Regulations promulgated under Code Section 704(b) (the “704(b) Regulations”) either to have substantial economic effect or to be in accordance with the Members’ interests in the Company. To the extent necessary to comply with the foregoing, in lieu of the allocations set forth in Section 5.2, above, the Board of Managers shall cause the Company’s income, gain, profit, deductions, losses, or expenses, or any items thereof, to be reallocated among the Members in such manner as the Board of Managers determines to be fair and appropriate and consistent with the provisions of Section 6.1 abovethe 704(b) Regulations, including, without limitation, the following allocations provision of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Regulations Section 1.704-2(f) and Treasury Regulation (the minimum gain chargeback rules), Section 1.704-2(i)(4). ) (b) All "member nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or debt minimum gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (vchargeback rules) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) (the qualified income offset rules), each of which is hereby incorporated by this reference. (d) In no event shall Net Losses 5.3.2 If the Board of the Company be allocated to Managers determines that a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's ’s Capital Account balance by would otherwise have a deficit balance that exceeds the amount maximum deficit balance that would be permitted under the Member is obligated to restore to 704(b) Regulations, special allocations of the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of Company’s income, gain, lossprofit (or items thereof) may be made, deduction in the discretion of the Board of Managers, to such Member, or credit shall special allocations of the Company’s deductions, losses or expenses (or items thereof) may be allocated made, in the discretion of the Board of Managers, to the Members other Members. 5.3.3 If special allocations are made under this Section 5.3 (the “Regulatory Allocations”), the Board of Managers may take such Regulatory Allocations into account in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property making subsequent allocations of the Company differs from its adjusted basis for tax purposes, then items of Company’s income, gain, lossprofit, deduction losses, deductions, and expenses (or credit related items thereof), and may make such further special allocations as may be necessary or appropriate, in the Board of Managers’ discretion, so as to such property for tax purposes shall prevent the Regulatory Allocations from distorting the manner in which the Company distributions are intended to be allocated divided among the Members so as pursuant to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionthis Agreement.

Regulatory Allocations. For all periods when Notwithstanding the Company is not a DRE, notwithstanding the foregoing provisions of Section 6.1 abovethis Article 5, the following special allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: 5.2.1 If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Regulations Section 1.704-1 (a) Items of income or gain (computed with the adjustments contained in paragraphs (ib)(2)(ii)(d)(4), (ii5) or (6), items of income and gain shall be allocated to all such Members (iiiin proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member as quickly as possible. It is intended that this Paragraph 5.2.1 qualify and be construed as a "qualified income offset" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d). 5.2.2 If the allocation of Net Loss to a Member as provided in Paragraph 5.1 hereof would create or increase an Adjusted Capital Account Deficit, (iv)there shall be allocated to such Member only that amount of Net Loss as will not create or increase an Adjusted Capital Account Deficit. The Net Loss that would, (v) and (vi) absent the application of the definition of "Net Profits" and "Net Losses") for any taxable period preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in the manner and accordance with their relative Percentage Interests, subject to the minimum limitations of this Paragraph 5.2.2. 5.2.3 To the extent required by that an adjustment to the "minimum gain chargeback" provisions adjusted tax basis of Treasury Regulation any Company Asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-2(f1(b)(2)(iv)(m)(2) and Treasury Regulation or Regulations Section 1.704-2(i)(41(b)(2)(iv)(m)(4). , to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Membership Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) if the adjustment increases the basis of the Company for any year asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their respective Percentage Interests; provided, however, interests in the Company in the event that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Regulations Section 1.704-2(b)(4)1(b)(2)(iv)(m)(2) shall be allocated applies, or to the Members to whom such distribution was made in accordance with the provisions of Treasury Regulation event that Regulations Section 1.704-2(i)(1)1(b)(2)(iv)(m)(4) applies. 5.2.4 The allocations set forth in Paragraphs 5.2.1, 5.2.2 and 5.2.3 hereof (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net LossesRegulatory Allocations") for any taxable period shall be allocated are intended to the Members in the manner and to the extent required by the "qualified income offset" provisions comply with certain requirements of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Regulations Sections 1.704-2(g)(11(b) and 1.704-2(i)(52(i)) and decreasing it by . Notwithstanding the amounts specified provisions of Paragraph 5.1.1, the Regulatory Allocations shall be taken into account in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all allocating other items of income, gain, loss, loss and deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as that, to take account the extent possible, the net amount of such allocations of other items and the variation between Regulatory Allocations to each Member shall be equal to the adjusted basis of net amount that would have been allocated to each such Member if the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionRegulatory Allocations had not occurred.

Regulatory Allocations. For all periods when The following provisions are included in order to comply with tax rules set forth in the Company is not Code and to permit the Partnership to obtain the benefits of a DRE, notwithstanding the provisions of "safe harbor" provided by Treasury Regulations ~ 1.704-1 (b)(2)(ii)( d). The allocations pursuant to this Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof 10.5 shall be made prior to the allocations set forth in the following order of priority:Sections 10.1. 10.2 or 10.3. (a) Items of income If any Partner receives an unexpected adjustment, allocation or gain distribution described in Treasury Regulations I:i I. 704-1 (computed with the adjustments contained in paragraphs (ib)(2)(ii)( d)(4), (ii5) or (6), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period there shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; provided, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items such Partner items of income or and gain (computed with the adjustments contained consisting of a pro rata portion of each item of Partnership income, including gross income, and gain for such fiscal period) in paragraphs (i)an amount and manner sufficient to eliminate any Partner's Adjusted Capital Account Deficit, (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the Treasury Regulations, as quickly as possible, provided that an allocation pursuant to this Section 10.5(a) shall be made only if and to the extent that any Partner would have an Adjusted Capital Account Deficit after all allocations provided for in this Article X have been made tentatively as if this Section JO.5(a) were not included in this Agreement. The foregoing sentence is intended to constitute a "qualified income offset" provisions of provision as described in Treasury Regulation Section Regulations I:i 1.704-1(b)(2)(ii)(d1 (b)(2)(ii)( d), and shall be interpreted and applied in all respects in accordance with that section. (db) In no event shall Net Losses The allocations set forth in Section 10.5(a) hereof (the "Regulatory Allocations") are intended to comply with certain requirements of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes Treasury Regulations ~ 1.704- 1(b). Notwithstanding any other provisions of this Section 5.02(d) onlyArticle X (other than the Regulatory Allocations), by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) Regulatory Allocations shall be taken into account in allocating subsequent Profits, Losses and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, lossloss and deduction among the Partners so that, deduction or credit to the extent possible, the net amount of such allocations of subsequent Profits, Losses and other items and the Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner pursuant to the Members in the same manner as are Net Profits and Net Losses; provided, however, that provisions of this Article X if the Carrying Value Regulatory Allocations had not occurred. For purposes of any property of applying the Company differs from its adjusted basis for tax purposesforegoing sentence, then items of income, gain, loss, deduction or credit related allocations pursuant to such property for tax purposes this Section JO.5(b) shall be allocated made only to the extent the General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionPartners.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding Notwithstanding the provisions of Section 6.1 aboveParagraph 3.3 to the contrary, the following special allocations of Net Profits, Net Losses and items thereof shall be made in given effect for purposes of maintaining the following order of priority:Participants’ Capital Accounts. (a) Items If either Participant unexpectedly receives any adjustments, allocations, or distributions described in Treas. Reg. Sections 1.704-1(b)(2)(ii)(d)(4), 1.704- 1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), which result in a deficit Capital Account balance, items of income or and gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be specially allocated to the Members each such Participant in the an amount and manner and sufficient to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Percentage Interests; providedeliminate, however, that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of Regulations, the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for deficit of such Participant as quickly as possible. For the purposes of this Section 5.02(d) onlyParagraph, by increasing the Member's each Participant’s Capital Account balance balances shall be increased by the sum of (i) the amount the Member such Participant is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(cany provision of the Agreement, and (ii) and the amount the Member such Participant is deemed to be obligated to restore pursuant to the Company pursuant to Treasury Regulation penultimate sentences of Treas. Reg. Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (eb) Except as otherwise provided The “minimum gain chargeback” and “partner minimum gain chargeback” provisions of Treas. Reg. Sections 1.704-2(f) and 1.704-2(i)(4), respectively, are incorporated herein or as required by Code reference and shall be given effect. In accordance with Treas. Reg. Section 1. 704-2(i)(1), for tax purposes, all items of income, gain, loss, deduction or credit deductions attributable to a “partner nonrecourse liability” shall be allocated to the Members in Participant that bears the same manner as are Net Profits and Net Losses; provided, however, that if economic risk of loss for such liability. (c) If the Carrying Value allocation of deductions to either Participant would cause such Participant to have a deficit Capital Account balance at the end of any property taxable year of the Company differs from its adjusted basis tax partnership (after all other allocations provided for tax purposesin this Article III have been made and after giving effect to the adjustments described in Subparagraph 3.4(a)), then items of income, gain, loss, deduction or credit related to such property for tax purposes deductions shall instead be allocated among to the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionother Participant.

Regulatory Allocations. For all periods when Notwithstanding the Company is not a DRE, notwithstanding the foregoing provisions of Section 6.1 abovethis Article 4, the following special allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (ai) Items If there is a net decrease in Company Minimum Gain during a IX, L.L.C. taxable year, then each Member shall be allocated items of IX, L.L.C. income or and gain for such taxable year (computed and, if necessary, for subsequent years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (viss. 1.704- 2(g)(2) of the definition Treasury Regulations. This Section 4.4(a)(i) is intended to comply with the minimum gain chargeback requirements of "ss. 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith. (iii) 1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. (iv) If the allocation of Net Profits" and "Loss to a Member as provided in Section 4.3 hereof would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Net Losses") for any taxable period Loss as will not create or increase an Adjusted Capital Account Deficit. The Net Loss that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in the manner and accordance with their relative Percentage Interests, subject to the minimum extent required by the "minimum gain chargeback" provisions limitations of Treasury Regulation this Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(44.4(a)(iv). (bv) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)To the extent that an adjustment to the adjusted tax basis of any IX, L.L.C. assets pursuant to ss. 734(b) of the Company for any year Code, or ss. 743(b) of the Code is required, pursuant to ss. 1.704-1(b)(2)(iv)(m)(2) of the Treasury Regulations or ss. 1.704-1(b)(2)(iv)(m)(4) of the Treasury Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Interest in IX, L.L.C., the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their respective Percentage Interests; providedInterests in IX, however, L.L.C. in the event that nonrecourse deductions attributable to "partner nonrecourse debt" (as defined in Treasury Regulation Section ss. 1.704-2(b)(4)1(b)(2)(iv)(m)(2) of the Treasury Regulations applies, or to the Members to whom such distribution was made in the event that ss. 1.704-1(b)(2)(iv)(m)(4) of the Treasury Regulations applies. (vi) The Nonrecourse Deductions for each taxable year of IX, L.L.C. shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1)proportion to their Percentage Interests. (cvii) Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period The Member Nonrecourse Deductions shall be allocated each year to the Members in Member that bears the manner and economic risk of loss (within the meaning of ss. 1.752-2 of the Treasury Regulations) for the Member Nonrecourse Debt to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)which such Member Nonrecourse Deductions are attributable. (dviii) In no event shall Net Losses The allocations set forth in Section 4.4(a)(i) through (vii) hereof (the "Regulatory Allocations") are intended to comply with certain requirements of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section xx.xx. 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation Sections 1.704-2(g)(11(b) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6).2 (ei) Except as otherwise provided herein or as required by Code Section 704of the Treasury Regulations. Notwithstanding the provisions of Sections 4.2 and 4.3, for tax purposes, all the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss, loss and deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as that, to take account the extent possible, the net amount of such allocations of other items and the variation between Regulatory Allocations to each Member shall be equal to the adjusted basis of net amount that would have been allocated to each such Member if the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board of Managers in their sole discretionRegulatory Allocations had not occurred.