Common use of Regulatory Allocations Clause in Contracts

Regulatory Allocations. The allocations set forth in Sections 6.3(a) to 6.3(f) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, the Regulatory Allocations will be offset with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder.

Regulatory Allocations. The following allocations set forth shall be made in the following order: (a) 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 6.3(a1.704-2(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 6.3(fcorrect that distortion, the Management Committee may in its reasonable discretion seek to have the Internal Revenue Service waive the minimum gain (a) (the “Regulatory Allocations”) are is intended to comply with certain requirements 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 (including gross income) for that Fiscal Year (and if necessary subsequent Fiscal Years). This Section 6.02(b) 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. (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 the Treasury Regulations, which creates a negative Adjusted Capital Account Balance for its Capital Account, then 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 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 Members thatTreasury Regulations. (d) If there are any “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 extent possible, the Regulatory Allocations will be offset with special allocations of other related or similar items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, notwithstanding any other provision of under this Article VI and with Section 1.704-2 of the Treasury Regulations. (other 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 Member that bears the economic risk of loss for the “partner nonrecourse liability” (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 Regulatory Allocations)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 Managing Member shall make amount of such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal adjustments to the Capital Account balance such Member would have had Accounts shall be treated as an item of gain (if the Regulatory Allocations were not part adjustment increases the basis of this Agreement such asset) or loss (if the adjustment decreases the basis of such asset) and all Company items were 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 6.2(a)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. In exercising its discretion pursuant 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 6.3(g)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 Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (Members in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, their interests as determined by the Managing Management Committee in its reasonable discretion. If any Member using would have a negative Adjusted Capital Account Balance at the end of any permissible method 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 or Special Capital Account reallocation is required under Treasury Regulation Section 706 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x). (i) Allocations corresponding to those set forth in the foregoing subsections of this Section 6.02 shall be made with respect to each Member’s Special Capital Account prior to the Code allocation pursuant to Section 6.01(a)(iii) or Section 6.01(b)(ii) of Special Net Profits and Special Net Losses attributable to each Non-Participatory Growth Capital Project to which the Regulations thereunderallocation relates.

Regulatory Allocations. The allocations set forth in Sections 6.3(a) to 6.3(f) (Members acknowledge and agree that it is their intent that the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, the Regulatory Allocations will be offset with special allocations of other Fund allocate all items of Company Profits, Losses, income, gain, loss and deduction to the Members in accordance with Section 5.1 to the extent such allocations are consistent with the provisions of Code section 704(b). The Members acknowledge that the Fund intends to determine and allocate each Member’s distributive interest of income, gain, loss, deduction, or deduction credit (or item thereof) consistently with the provisions of Code section 704(b). Accordingly, prior to making any allocation pursuant to Section 5.1 or Section 5.3, the Fund shall make the allocations set forth in this Section 6.35.2 in the following order and priority: (a) Minimum Gain Chargeback. ThereforeExcept as otherwise provided in Section 1.704-2(f) of the Regulations, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations)Section 5, the Managing if there is a net decrease in Fund Minimum Gain during any Allocation Period, each Member shall make be specially allocated items of Fund income and gain for such offsetting special allocations of Company incomeAllocation Period (and, gainif necessary, loss or deduction subsequent Allocation Periods) in whatever manner it determines appropriate so that, after the offsetting allocations are made, each an amount equal to such Member’s Capital Account balance isshare of the net decrease in Fund Minimum Gain, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (determined in accordance with Regulations Section 1. 704-2(g). Allocations pursuant to the provisions of this Agreement) or previous sentence shall be made in proportion to the admission of an additional 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(f)(6) and 1.704-2(j)(2) of the provisions Regulations. This Section 5.2(a) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, Regulations and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(iinterpreted consistently therewith. (b) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d)Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Section 6.45, if there is a net decrease in all other cases Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Allocation Period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in which it is necessary accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Fund income and gain for such Allocation Period (and, if necessary, subsequent Allocation Periods) in an amount equal to determine such Member’s share of the profitsnet decrease in Member Nonrecourse Debt, losses, or any other determined in accordance with 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 allocable to any period, profits, losses, and any such other items be so allocated shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Code and Regulations. This Section 5.2(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Regulations thereunderand shall be interpreted consistently therewith.

Regulatory Allocations. (a) Notwithstanding any other provision of this Article IV, if there is a net decrease in Company Minimum Gain during any year, each Member shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Section 1.704-2(g) of the Treasury Regulations. 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 Section 1.704-2(f)(6) of the Treasury Regulations. This Section 4.5(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) Notwithstanding any other provisions of this Article IV except Section 4.5(a), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Member's share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(4) of the Treasury Regulations. 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 Section 1.704-2(i)(4) of the Treasury Regulations. This Section 4.5(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i) of the Treasury Regulations and shall be interpreted consistently therewith. (c) Nonrecourse Deductions for any year shall be allocated to LVSI. (d) Any Member Nonrecourse Deductions for any 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 Section 1.704-2(i)(1) of the Treasury Regulations. (e) Notwithstanding any other provision of this Article IV, no Member shall be allocated in any fiscal year of the Company any Net Loss to the extent such allocation would increase a deficit balance in such Member's Adjusted Capital Account to an amount greater than its Adjusted Capital Account Deficit, taking into account all other allocations to be made for such year pursuant to this Article IV and the reasonably expected adjustments, allocations and distributions described in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. Any such Net Loss that would be allocated to a Member (the "DEFICIT MEMBER") shall instead be allocated to the other Members. Moreover, if a Deficit Member unexpectedly receives an adjustment, allocation or distribution described in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations which creates or increases an Adjusted Capital Account Deficit (computed after all other allocations to be made for such year pursuant to this Article IV have been tentatively made as if this Section 4.5(e) were not in this Agreement), such Deficit Member shall be allocated items of income and gain in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible. This Section 4.5(e) is intended to comply with the qualified income offset requirement of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. (f) The allocations set forth in Sections 6.3(a4.5(a) to 6.3(fthrough 4.5(e) (the “Regulatory Allocations”"REGULATORY ALLOCATIONS") are intended to comply with certain requirements shall be taken into account in allocating items of the Regulations. It is the intent of income, gain, loss and deduction among the Members so that, to the extent possible, the Regulatory Allocations will be offset with special net amount of such allocations of other items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than and the Regulatory Allocations), the Managing Allocations to each Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, be equal to the Capital Account balance net amount that would have been allocated to each such Member would have had if the Regulatory Allocations were had not part occurred. (g) For purposes of this Agreement and all Company items were allocated pursuant to Section 6.2(a1.752-3(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder.

Regulatory Allocations. (a) Notwithstanding any other provision of this Agreement, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of the Company's income and gain shall be specially allocated to such Member (consisting of a pro rata portion of each item of such income and gain) in an amount and manner sufficient to eliminate any deficit in such Member's Capital Account as quickly as possible. The provisions of this SECTION 7.6(A) are intended to constitute a "qualified income offset" within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently with said Treasury Regulation. (c) The allocations set forth in Sections 6.3(a) to 6.3(f) this SECTION 7.2 (the “"Treasury Regulatory Allocations”") are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, the all Treasury Regulatory Allocations will shall be offset either with other Treasury Regulatory Allocations or with special allocations of other items of Company income, gain, loss taxable income or deduction pursuant to this Section 6.3tax loss. Therefore, notwithstanding any other provision of this Article VI SECTION 7.2 (other than the Treasury Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company incometaxable income or tax loss, gain, loss or deduction in whatever manner it determines appropriate is appropriate, shall be made so that, after the such offsetting allocations are made, each Member’s 's Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Treasury Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a)Agreement. In exercising its discretion pursuant to this Section 6.3(g)making such offsetting allocations, the Managing Member there shall take be taken into account future Treasury Regulatory Allocations that, although not yet made, are likely to offset other Treasury Regulatory Allocations previously made. (d) It is the intention of the Members that the allocations hereunder shall be deemed to have "substantial economic effect" within the meaning of Code Section 704 and Treasury Regulation Section 1.704-1. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with Should the provisions of this Agreement) Agreement be inconsistent with or in conflict with Code Section 704 or the admission of an additional Member (in accordance with Treasury Regulations thereunder, then Code Section 704 and such Treasury Regulations shall be deemed to override the contrary provisions thereof. If Code Section 704 or the Treasury Regulations thereunder at any time require that limited liability company agreements contain provisions which are not expressly set forth herein, such provisions shall be incorporated into this Agreement by reference and shall be deemed a part of this Agreement) the Company’s taxable year shall close with respect Agreement to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method same extent as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, lossesthough they had been expressly set forth herein, and any such other items incorporation shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunderretroactive to whatever extent required to create allocations with "substantial economic effect".

Regulatory Allocations. The following allocations set forth shall be made in Sections 6.3(athe following order: (a) Nonrecourse Deductions shall be allocated to 6.3(fthe Members in accordance with their respective Percentage Interests. (b) (Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the “Regulatory Allocations”Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as 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 6.4(b) are is intended to comply with certain requirements 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 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Regulationsnet decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). It This Section 6.4(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 intent contrary except Section 6.4(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 6.4(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Members that, net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(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 extent contrary except Section 6.4(c) and Section 6.4(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 or other period) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 6.4(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, the Regulatory Allocations will such Member shall be offset with special allocations of other allocated items of Company income, gain, loss or deduction income and gain LIMITED LIABILITY COMPANY AGREEMENT IRON XXXX XXXXXX LLC in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member 6.4(f) shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, be made only if and to the extent possible, equal to the Capital Account balance that such Member would have had a negative Adjusted Capital Account after all other allocations provided for in this Section 6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(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 Regulatory Allocations were not part adjustment increases the basis of this Agreement the asset) or loss (if the adjustment decreases such basis) and all Company items were such gain or loss shall be allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (Members in accordance with the provisions of this AgreementTreasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and Member to whom such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed distribution was made if Treasury Regulation Section 1.7061.704-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The allocations set forth Notwithstanding the provisions of Section 6.3, the following applies: (a) Should there be a net decrease in Sections 6.3(aCompany Minimum Gain in any taxable year, the Company shall specially allocate to each Member items of income and gain for that year (and, if necessary, for subsequent years) as required by the Regulations governing "minimum gain chargeback" requirements, section 1.704- 2(f) [26 C.F.R. § 1.704-2(f)], prior to 6.3(fmaking any other allocations. (b) (Should there be a net decrease in Company Minimum Gain based on a Member Nonrecourse Debt in any taxable year, the “Regulatory Allocations”) are intended to comply with certain requirements Company shall first determine the extent of each Member's share of the RegulationsCompany Minimum Gain attributable to Member Nonrecourse Debt in accordance with Regulations section 1.704- 2(i)(5) [26 C.F.R. § 1.704-2(i)(5)]. It is the intent The Company shall then specially allocate items of income and gain for that year (and, if necessary, for subsequent years) in accordance with Regulations section 1.704-2(i)(4) [26 C.F.R. § 1.704-2(i)(4)] to each Member who has a share of the Members Company Nonrecourse Debt Minimum Gain. (c) The Company shall allocate nonrecourse deductions for any taxable year to each Member in proportion to his or her Percentage Interest. (d) The Company shall allocate Member Nonrecourse Deductions for any taxable year to the Member who bears the risk of loss with respect to the nonrecourse debt to which the Member Nonrecourse Deduction is attributable, as provided in Regulations section 1.704-2(i) [26 CFR section 1.704-2(i)]. (e) If a Member unexpectedly receives any allocation of loss or deduction, or item thereof, or distributions which result in the Member's having a Negative Capital Account balance at the end of the taxable year greater than the Member's share of Company Minimum Gain, the Company shall specially allocate items of income and gain to that Member in a manner designed to eliminate the excess Negative Capital Account balance as rapidly as possible. Any allocations made in accordance with this provision shall be taken into consideration in determining subsequent allocations under this Article, so that, to the extent possible, the Regulatory Allocations will be offset total amount allocated in this and subsequent allocations equals that which would have been allocated had there been no unexpected adjustments, allocations, and distributions and no allocation pursuant to Section 6.4(e). (f) In accordance with special allocations of Code section 704(c) [26 USCA section 704(c)] and the Regulations promulgated pursuant thereto, and notwithstanding any other items of Company provision in this Article, income, gain, loss or deduction loss, and deductions with respect to any property contributed to the Company shall, solely for tax purposes, be allocated among Members taking into account any variation between the adjusted basis of the property to the Company for federal income tax purposes and its fair market value on the date of contribution. Allocations pursuant to this Section 6.3. Thereforesubsection are made solely for federal, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations)state, the Managing Member and local taxes and shall make such offsetting special allocations of Company income, gain, loss or deduction not be taken into consideration in whatever manner it determines appropriate so that, after the offsetting allocations are made, each determining a Member’s 's Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss Net Profits or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, Net Losses or any other items allocable subject to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method Distribution under Section 706 of the Code and the Regulations thereunderthis Agreement.

Regulatory Allocations. The following allocations set forth shall be made in Sections 6.3(athe following (a) Notwithstanding any other provision hereof to 6.3(fthe 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 6.5(a)), 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 6.5(a) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Notwithstanding any provision hereof to the contrary except Section 6.5(a) (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 “Regulatory Allocations”Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.5(b)), 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 6.5(b) are 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. (c) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as 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 6.5(c) is intended to comply with certain requirements the provisions of the Regulations. It is the intent of Treasury Regulation Section 1.704- 2(i) and shall be interpreted consistently therewith. (d) Nonrecourse Deductions shall be allocated to the Members that, in accordance with the relative number of Units held thereby. (e) Notwithstanding any provision hereof to the extent contrary except Section 6.5(a) and Section 6.5(b) (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-l(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 6.5(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, the Regulatory Allocations will such Member shall be offset with special allocations of other allocated items of Company income, gain, loss or deduction income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member 6.5(f) shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, be made only if and to the extent possible, equal to the Capital Account balance that such Member would have had a negative Adjusted Capital Account after all other allocations provided for in this Section 6.5 have been tentatively made as if this Section 6.5(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 Regulatory Allocations were not part adjustment increases the basis of this Agreement the asset) or loss (if the adjustment decreases such basis) and all Company items were such gain or loss shall be allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (Members in accordance with the provisions of this AgreementTreasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and Member to whom such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed distribution was made if Treasury Regulation Section 1.7061.704-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. (a) Notwithstanding any other provision of this Article IV, if there is a net decrease in Company Minimum Gain during any year, each Member shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with § 1.704-2(g) of the Treasury Regulations. 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 § 1.704-2(0(6) of the Treasury Regulations. This Section 4.5(a) is intended to comply with the minimum gain chargeback requirement in § 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith. (b) Notwithstanding any other provisions of this Article IV except Section 4.5(a), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with § 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with § 1.704-2(i)(4) of the Treasury Regulations. 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 §1.704-2(0(4) of the Treasury Regulations. This Section 4.5(b) is intended to comply with the minimum gain chargeback requirement in §1.704-2(1) of the Treasury Regulations and shall be interpreted consistently therewith. (c) Nonrecourse Deductions for any year shall be allocated as Net Loss pursuant to Section 4.3. (d) Any Member Nonrecourse Deductions for any 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 § 1.704-2(i)(1) of the Treasury Regulations. (e) Notwithstanding any other provision of this Article IV, no Member shall be allocated in any fiscal year of the Company any Net Loss to the extent such allocation would cause or increase a deficit balance in such Member’s Adjusted Capital Account, taking into account all other allocations to be made for such year pursuant to this Article IV and the reasonably expected adjustments, allocations and distributions described in § 1.704-1 (b)(2)(ii)(d) of the Treasury Regulations. Any such Net Loss that would be allocated to a Member (the “Deficit Member”) shall instead be allocated to the other Members. Moreover, if a Deficit Member unexpectedly receives an adjustment, allocation or distribution described in § 1.704-1 (b)(2)(ii)(d) of the Treasury Regulations which creates or increases a deficit balance in such Member’s Adjusted Capital Account (computed after all other allocations to be made for such year pursuant to this Article IV have been tentatively made as if this Section 4.5(e) were not in this Agreement), such Deficit Member shall be allocated items of income and gain in an amount equal to such deficit balance. This Section 4.5(e) is intended to comply with the qualified income offset requirement of § 1.704-1 (b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. (f) The allocations set forth in Sections 6.3(a4.5(a) to 6.3(fthrough 4.5(e) (the “Regulatory Allocations”) are intended to comply with certain requirements shall be taken into account in allocating items of the Regulations. It is the intent of income, gain, loss and deduction among the Members so that, to the extent possible, the Regulatory Allocations will be offset with special net amount of such allocations of other items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than and the Regulatory Allocations), the Managing Allocations to each Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, be equal to the Capital Account balance net amount that would have been allocated to each such Member would have had if the Regulatory Allocations were had not part occurred. (g) For purposes of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement§ 1.752-3(a)(3) the Company’s taxable year Members’ shares of “excess nonrecourse liabilities” shall close with respect to the transferring Member, and such Member’s distributive share equal their respective shares of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunderNonrecourse Deductions.

Regulatory Allocations. The following allocations set forth shall be made in Sections 6.3(athe following order: (a) Nonrecourse Deductions shall be allocated to 6.3(fthe Members in accordance with their respective Percentage Interests. (b) (Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the “Regulatory Allocations”Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as 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 6.4(b) are is intended to comply with certain requirements 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 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Regulationsnet decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). It This Section 6.4(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 intent contrary except Section 6.4(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 6.4(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Members that, net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(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 extent contrary except Section 6.4(c) and Section 6.4(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 6.4(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. LIMITED LIABILITY COMPANY AGREEMENT XXXXXXXXX XXXXXX LLC (f) In the event that any Member has a negative Adjusted Capital Account at the end of any Fiscal Year, the Regulatory Allocations will such Member shall be offset with special allocations of other allocated items of Company income, gain, loss or deduction income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member 6.4(f) shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, be made only if and to the extent possible, equal to the Capital Account balance that such Member would have had a negative Adjusted Capital Account after all other allocations provided for in this Section 6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(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 Regulatory Allocations were not part adjustment increases the basis of this Agreement the asset) or loss (if the adjustment decreases such basis) and all Company items were such gain or loss shall be allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (Members in accordance with the provisions of this AgreementTreasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and Member to whom such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed distribution was made if Treasury Regulation Section 1.7061.704-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The following allocations set forth shall be made in Sections 6.3(athe following order: (a) Nonrecourse Deductions shall be allocated to 6.3(fthe Members in accordance with their respective Percentage Interests. (b) (Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the “Regulatory Allocations”Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as 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 6.4(b) are is intended to comply with certain requirements 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 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Regulationsnet decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). It This Section 6.4(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 intent contrary except Section 6.4(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 6.4(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Members that, net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(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 extent contrary except Section 6.4(c) and Section 6.4(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 or other period) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 6.4(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. LIMITED LIABILITY COMPANY AGREEMENT HOPE SHIPCO LLC (f) In the event that any Member has a negative Adjusted Capital Account at the end of any Fiscal Year, the Regulatory Allocations will such Member shall be offset with special allocations of other allocated items of Company income, gain, loss or deduction income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member 6.4(f) shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, be made only if and to the extent possible, equal to the Capital Account balance that such Member would have had a negative Adjusted Capital Account after all other allocations provided for in this Section 6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(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 Regulatory Allocations were not part adjustment increases the basis of this Agreement the asset) or loss (if the adjustment decreases such basis) and all Company items were such gain or loss shall be allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (Members in accordance with the provisions of this AgreementTreasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and Member to whom such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed distribution was made if Treasury Regulation Section 1.7061.704-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The following allocations set forth shall be made in Sections 6.3(athe following order: (a) Nonrecourse Deductions shall be allocated to 6.3(fthe Members in accordance with their respective Percentage Interests. (b) (Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the “Regulatory Allocations”Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as 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 6.4(b) are is intended to comply with certain requirements 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 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Regulationsnet decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). It This Section 6.4(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 intent contrary except Section 6.4(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 6.4(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Members that, net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(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 extent contrary except Section 6.4(c) and Section 6.4(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 or other period) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 6.4(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, the Regulatory Allocations will such Member shall be offset with special allocations of other allocated items of Company income, gain, loss or deduction income and gain LIMITED LIABILITY COMPANY AGREEMENT XXXXX XXXXXX LLC in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member 6.4(f) shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, be made only if and to the extent possible, equal to the Capital Account balance that such Member would have had a negative Adjusted Capital Account after all other allocations provided for in this Section 6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(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 Regulatory Allocations were not part adjustment increases the basis of this Agreement the asset) or loss (if the adjustment decreases such basis) and all Company items were such gain or loss shall be allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (Members in accordance with the provisions of this AgreementTreasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and Member to whom such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed distribution was made if Treasury Regulation Section 1.7061.704-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The following allocations set forth shall be made in Sections 6.3(athe following (a) Notwithstanding any other provision hereof to 6.3(fthe 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 6.5(a)), 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 6.5(a) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Notwithstanding any provision hereof to the contrary except Section 6.5(a) (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 “Regulatory Allocations”Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.5(b)), 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 6.5(b) are 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. (c) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as 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 6.5(c) is intended to comply with certain requirements the provisions of the Regulations. It is the intent of Treasury Regulation Section 1.704- 2(i) and shall be interpreted consistently therewith. (d) Nonrecourse Deductions shall be allocated to the Members thatin accordance with the relative number of Class A Units, Class B Units and In-the-Money Incentive Units held thereby. (e) Notwithstanding any provision hereof to the extent contrary except Section 6.5(a) and Section 6.5(b) (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-l(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 6.5(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, the Regulatory Allocations will such Member shall be offset with special allocations of other allocated items of Company income, gain, loss or deduction income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member 6.5(f) shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, be made only if and to the extent possible, equal to the Capital Account balance that such Member would have had a negative Adjusted Capital Account after all other allocations provided for in this Section 6.5 have been tentatively made as if this Section 6.5(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 Regulatory Allocations were not part adjustment increases the basis of this Agreement the asset) or loss (if the adjustment decreases such basis) and all Company items were such gain or loss shall be allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (Members in accordance with the provisions of this AgreementTreasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and Member to whom such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed distribution was made if Treasury Regulation Section 1.7061.704-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The (a) Notwithstanding anything to the contrary contained herein, the Agreement shall be deemed to contain (1) a “minimum gain chargeback” provision, within the meaning of Treasury Regulations Section 1.704-2(f); and (2) a “partner minimum gain chargeback” provision within the meaning of Treasury Regulations Section 1.704-2(i)(4), and there shall be allocations set forth in Sections 6.3(aconsistent with such provisions. (b) to 6.3(f) (the “Regulatory Allocations”) are intended to comply with certain requirements If any Member unexpectedly receives an adjustment, allocation or distribution of the Regulationstype contemplated by Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be allocated to all such Members (to the extent of and 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 5.3(b) qualify and be construed as a “qualified income offset” within the intent meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d). (c) Notwithstanding any other provisions of the Members thatAgreement, to the extent possible, the Regulatory Allocations will be offset with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, no loss or deduction shall be determined using allocated to any Member to the interim closing extent that such allocation would cause or increase an Adjusted Capital Account Deficit of such Member. Any such loss or deduction shall be reallocated away from such Member and to the books method under other Members in accordance with this Agreement, but only to the extent that such reallocation would not cause or increase an Adjusted Capital Account Deficit with respect to such other Members. To the extent that allocations of loss or deduction have been made pursuant to this Section 706 5.3(c), future allocations of income and gain, notwithstanding anything to the Code and contrary in this Agreement, shall be made first to restore such allocations of loss or deduction. (d) Notwithstanding anything contained herein to the contrary, nonrecourse deductions, within the meaning of Treasury Regulations Section 1.7061.704-1(c)(2)(i) unless 2(b)(1), shall be allocated to the Managing Member determines that there would be no substantial difference between Members in proportion to the results under closing of Class X Common Units held by the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, lossesMembers, and any such other items item of Company loss or deduction that is attributable to a “partner non-recourse debt” (within the meaning of Treasury Regulations Section 1.704-2) shall be determined on a daily, monthly, or other basis, as determined by allocated to the Managing Member using any permissible method under Members that bear the economic risk of loss for such debt (within the meaning of Treasury Regulations Section 706 of the Code and the Regulations thereunder1.752-2).

Regulatory Allocations. The allocations set forth Despite any other provisions of this Article VI, 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 Sections 6.3(athis Agreement pursuant to the Treasury Regulations promulgated under section 704(b) to 6.3(f) 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 the amount the Member is deemed obligated to restore pursuant to the penultimate sentences of sections 1.704 2(g)(1) and (I)(5) of the Treasury Regulations. 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 gain in the 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 Regulatory Allocations are intended to comply with certain requirements the Treasury Regulations promulgated under section 704(b) of the RegulationsCode. It is The other provisions of this Article V notwithstanding, the intent Regulatory Allocations shall be taken into account in allocating other Profits, Losses, and items of income, gain, and deduction among the Members so that, to the extent possible, the Regulatory Allocations will be offset with special net amount of the allocations of other Profits, Losses, and other items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than and the Regulatory Allocations), the Managing Allocations to each Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after equal the offsetting allocations are made, net amount that would have been allocated to each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were had not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunderoccurred.

Regulatory Allocations. Notwithstanding the foregoing, the following special allocations shall be made for each Fiscal Year or other period in the following order of priority: (i) If there is a net decrease in Company Minimum Gain during a Company taxable year, 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 net decrease in Company Minimum Gain, determined in accordance with section 1.704-2(g)(2) of the Income Tax Regulations. This subsection (b)(i) is intended to comply with the minimum gain chargeback requirement of section 1.704-2(f) of the Income Tax Regulations and shall be interpreted consistently therewith. (ii) If there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with section 1.704-2(i)(5) of the Income Tax Regulations, shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in the amount equal to such Member’s share of net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of section 1.704-2(i)(4) of the Income Tax Regulations. This subsection (b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of section 1.704-2(i)(4) of the Income Tax Regulations and shall be interpreted consistently therewith. (iii) If any Member unexpectedly receives (or Members unexpectedly receive) an adjustment, allocation or distribution of the type contemplated by section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Income Tax Regulations, items of income and gain shall be allocated to such Member (or if more than one Member receives such an adjustment, allocation or distribution, items of income and gain shall be allocated to such Members in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount (or amounts) and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member (or deficits of such Members) as quickly as possible. It is intended that this subsection (b)(iii) qualify and be construed as a “qualified income offset” within the meaning of section 1.704-1(b)(2)(ii)(d) of the Income Tax Regulations. (iv) If the allocation of Net Loss to a Member as provided in Section 9.1(a) would create or increase an Adjusted Capital Account Deficit and one or more other Members would have a positive Capital Account balance, 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, subject to the Adjusted Capital Account Deficit limitations of such sentence, be allocated to those Members having positive Capital Account balances up to the amount of such positive Capital Account balances in the ratios that each such Member’s positive Capital Account Balance bears to the sum of such positive Capital Account balances. To the extent that allocations of Net Losses have been made pursuant to this subsection (b)(iv), future allocations of Net Profits, notwithstanding anything to the contrary in this Agreement, shall be made first to restore such Net Losses. (v) Member Nonrecourse Deductions for any Fiscal Year or other period shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of section 1.752-2 of the Income Tax Regulations) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. (vi) Nonrecourse Deductions for any Fiscal Year or other period shall be allocated to the Members in proportion to their respective Percentage Interests. (vii) To the extent 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 section 1.704-1(B)(2)(IV)(M)(2) or 1.704-1(b)(2)(iv)(M)(4) of the Income Tax Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to a Member in compete liquidation of such Member’s interest in the Company, 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 specially allocated to the Members in accordance with their interests in the Company in the event section 1.704-1(b)(2)(iv)(M)(2) of the Income Tax Regulations applies, or to the Member to whom such distribution was made in the event section 1.704-1(b)(2)(iv)(M)(4) of the Income Tax Regulations applies (viii) The allocations set forth in Sections 6.3(asubsections (b)(i) to 6.3(fthrough (b)(vii) (the “Regulatory Allocations”) are intended to comply with certain requirements of sections 1.704-1(b), 1.704-2(f) and 1.704-2(i) of the Income Tax Regulations. It is Notwithstanding the intent provisions of Section 9.1(a), the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, the Regulatory Allocations will be offset with special net amount of such allocations of other items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than and the Regulatory Allocations), the Managing Allocations to each Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, be equal to the Capital Account balance such Member net amount that would have had been allocated to each Member if the Regulatory Allocations were had not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunderoccurred.

Regulatory Allocations. The following special allocations set forth shall be made in Sections 6.3(athe following order: 5.2.1 Except as otherwise provided in Treasury Regulations section 1.704-2(f), notwithstanding any other provision of this Article V, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to 6.3(fsuch Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations section 1.704-2(g). 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 Regulations sections 1.704-2(f)(6) (the “Regulatory Allocations”) are and 1.704-2(j)(2). This Section 5.2.1 is intended to comply with certain requirements the minimum gain chargeback requirement in Treasury Regulations section 1.704-2(f) and shall be interpreted consistently therewith. 5.2.2 Except as otherwise provided in Treasury Regulations section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Regulations. It is the intent Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Year) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury 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 Treasury Regulations sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.2.2 is intended to comply with the minimum gain chargeback requirement in Treasury Regulations section 1.704-2(i)(4) and is to be interpreted consistently therewith. 5.2.3 If any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations 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), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, any Adjusted Capital Account Deficit of such Member as quickly as possible; provided, however, that an allocation pursuant to this Section 5.2.3 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 V have been tentatively made as if this Section 5.2.3 were not in the Agreement. This Section 5.2.3 is intended to constitute a “qualified income offset” within the meaning of Treasury Regulations section 1.704-1(b)(2)(ii)(d) and is to be interpreted consistently therewith. 5.2.4 If any Member has a deficit Capital Account at the end of any Fiscal Year that is in excess of the sum of (a) the amount such Member is obligated to restore pursuant to any provision of this Agreement, and (b) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 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 Article V have been made as if Section 5.2.3 hereof and this Section 5.2.4 were not in the Agreement. 5.2.5 Nonrecourse Deductions for any Fiscal Year shall be allocated pro rata among the Members in accordance with their respective Percentage Interests, unless and except to the extent that the Managing Member, upon consultation with the Company’s professional tax advisors, determines that another manner is required under Section 704 of the Code and the Treasury Regulations thereunder. 5.2.6 Any Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member that bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations section 1.704-2(i)(1). 5.2.7 To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Sections 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations sections 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 such Member’s Units in the Company, 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 specially allocated: (i) if Treasury Regulations section 1.704-1(b)(2)(iv)(m)(2) applies, to the Members in accordance with how they would share the allocated item of gain or loss if it were included in computing the Profits or Losses in the Company for the period in which the adjustment occurs; or (ii) if Treasury Regulations section 1.704-1(b)(2)(iv)(m)(4) applies, to the Member to which such distribution was made. 5.2.8 Any income, gain, loss, or deduction realized as a direct or indirect result of the issuance of an Unit by the Company to a Member (the “Issuance Items”) shall be allocated among the Members so that, to the extent possible, the Regulatory Allocations will be offset net amount of such Issuance Items, together with special all other allocations of other items of Company income, gain, loss or deduction pursuant under this Agreement to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, shall be equal to the Capital Account balance net amount that would have been allocated to each such Member would have had if the Regulatory Issuance Items had not been realized. 5.2.9 Allocations were not part of this Agreement and all Company items were allocated pursuant other adjustments with respect to Section 6.2(aany “non-compensatory options” (as defined in Treasury Regulations section 1.721-2(f). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (be made in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Treasury Regulations Section 1.706including Treasury Regulations section 1.721-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder2.

Regulatory Allocations. (a) Notwithstanding any other provision of this Article IV, if there is a net decrease in Company Minimum Gain during any year, each Member shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Member's share of the net decrease in Company Minimum Gain, determined in accordance with ss. 1.704-2(g) of the Treasury Regulations. 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 ss. (a) is intended to comply with the minimum gain chargeback requirement in ss. 1.704-2(f) of the Treasury Regulations and shall be inter preted consistently therewith. (b) necessary, subsequent years) in an amount equal to the portion of such Member's share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with ss. 1.704-2(i)(4) of the Treasury Regulations. 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 ss.1.704-2(i)(4) of the Treasury Regulations. This Section 4.5(b) is intended to comply with the minimum gain chargeback requirement in ss.1.704-2(i) of the Treasury Regulations and shall be interpreted consistently therewith. (c) Nonrecourse Deductions for any year shall be allocated to LVSI. (d) Any Member Nonrecourse Deductions for any 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 ss. 1.704- 2(i)(1) of the Treasury Regulations. (e) Notwithstanding any other provision of this Article IV, no Member shall be allocated in any fiscal year of the Company any Net Loss to the extent such allocation would cause or increase a deficit balance in such Member's Adjusted Capital Account, taking into account all other allocations to be made for such year pursuant to this Article IV and the reasonably expected adjustments, allocations and distributions described in ss. 1.704-1(b)(2)(ii)(d) of the Treasury Regula tions. Any such Net Loss that would be allocated to a Member (the "Deficit Member") shall instead be allocated to the other Members. Moreover, if a Deficit Member unexpectedly receives an adjustment, allocation or distribution described in ss. 1.704-1(b)(2)(ii)(d) of the Treasury Regulations which creates or increases a deficit balance in such Member's Adjusted Capital Account (computed after all other allocations to be made for such year pursuant to this Article IV have been tentatively made as if this Section 4.5(e) were not in this Agreement), such Deficit Member shall be allocated items of income and gain in an amount equal to such deficit balance. This Section 4.5(e) is intended to comply with the qualified income offset requirement of ss. 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. (f) The allocations set forth in Sections 6.3(a4.5(a) to 6.3(fthrough 4.5(e) (the “"Regulatory Allocations”") are intended to comply with certain requirements shall be taken into account in allocating items of the Regulations. It is the intent of income, gain, loss and deduction among the Members so that, to the extent possible, the Regulatory Allocations will be offset with special net amount of such allocations of other items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than and the Regulatory Allocations), the Managing Allocations to each Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, be equal to the Capital Account balance net amount that would have been allocated to each such Member would have had if the Regulatory Allocations were had not part occurred. (g) For purposes of this Agreement and all Company items were allocated pursuant to Section 6.2(a)ss. In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement1.752-3(a)(3) the Company’s taxable year Members' shares of "excess nonrecourse liabilities" shall close with respect to the transferring Member, and such Member’s distributive share equal their respective shares of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunderNonrecourse Deductions.

Regulatory Allocations. The Notwithstanding any of the provisions of Section 5.3 to the contrary, the following allocations set forth shall be made in Sections 6.3(athe following order: (a) Nonrecourse Deductions shall be allocated to 6.3(fthe Members in accordance with their respective Sharing Ratios. (b) (Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the “Regulatory Allocations”Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as 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 5.4(b) are is intended to comply with certain requirements the provisions of the Regulations. It is the intent of the Members that, to the extent possible, the Regulatory Allocations will Treasury Regulation Section 1.704-2(i) and shall be offset with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, notwithstanding interpreted consistently therewith. (c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities 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 Article VI (other than the Regulatory AllocationsSection 5.4(c)), the Managing items of income and gain shall be allocated to each Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, an amount equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.4(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunderinterpreted consistently therewith.

Regulatory Allocations. The following allocations set forth shall be made in Sections 6.3(athe following order: (a) Nonrecourse Deductions shall be allocated to 6.3(fthe Members in accordance with their respective Percentage Interests. (b) (Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the “Regulatory Allocations”Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as 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 6.4(b) are is intended to comply with certain requirements 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 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Regulationsnet decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). It This Section 6.4(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 intent contrary except Section 6.4(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 6.4(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Members that, net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(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 extent contrary except Section 6.4(c) and Section 6.4(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 or other period) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 6.4(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, the Regulatory Allocations will such Member shall be offset with special allocations of other allocated items of Company income, gain, loss or deduction income and gain LIMITED LIABILITY COMPANY AGREEMENT BENTHE SHIPCO LLC in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member 6.4(f) shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, be made only if and to the extent possible, equal to the Capital Account balance that such Member would have had a negative Adjusted Capital Account after all other allocations provided for in this Section 6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(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 Regulatory Allocations were not part adjustment increases the basis of this Agreement the asset) or loss (if the adjustment decreases such basis) and all Company items were such gain or loss shall be allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (Members in accordance with the provisions of this AgreementTreasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and Member to whom such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed distribution was made if Treasury Regulation Section 1.7061.704-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. Regulatory Allocations shall be made as follows: (a) Except as otherwise provided in Section 1.704-2(f) of the Regulations and notwithstanding any other provision of this Section 1, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for the year (and, if necessary, subsequent years) in an amount equal to the portion of the Member's share of the net decrease in Company Minimum Gain, determined in accordance with Regulation Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant to the Regulations. The allocations set forth items to be so allocated shall be determined in accordance with Sections 6.3(a1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations. This Section 1.1(a) is intended to 6.3(fcomply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith. (b) Except as otherwise provided in Section 1.704-2(i)(4) of the “Regulations and notwithstanding any other provision of this Section 1 except Section 1.1(a), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to the Member Nonrecourse Debt, determined in accordance with Section 1.7042(1)(5) of the Regulations, shall be specially allocated items of Company income and gain for the year (and, if necessary, subsequent years) in an amount equal to the portion of the Member's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to the Member Nonrecourse Debt, determined in accordance with 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 to the 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 Regulations. This Section 1.1(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. (c) To the extent 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 Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determines Capital Accounts, the amount of the 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 the basis) and the gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to that Section of the Regulations. (d) Any Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears the risk of loss with respect to the loan to which the Member Nonrecourse Deductions are attributable in accordance with Regulation Section 1.704- 2(i)(I). (e) Nonrecourse Deductions for any Fiscal year shall be specially allocated among the Members in proportion to their Economic Percentages. (f) Except as provided in Section 1.1(a) of this Section 1, in the event that any Member receives an allocation of loss or any distribution which causes the Member to have an Adjusted Capital Account Deficit at the end of the Fiscal Year, then all items of Company income and gain shall be specially allocated to the Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible. (g) The Regulatory Allocations”) Allocations are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, the all Regulatory Allocations will shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder1.1.

Regulatory Allocations. The following special allocations set forth will be made in Sections 6.3(athe following order of priority before allocations of Profits and Losses: (a) If there is a net decrease in Partnership Minimum Gain during any Taxable Year, each Member will be specially allocated items of income and gain for that period (and, if necessary, for subsequent periods) in proportion to, and to 6.3(fthe extent of, such Member’s share of the net decrease in Partnership Minimum Gain during such Taxable Year, determined in accordance with Treasury Regulations Section 1.704-2(g)(2). This Section 7.2(a) (the “Regulatory Allocations”) are is intended to comply with certain requirements the minimum gain chargeback requirement of the Regulations. It Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) If there is the intent a net decrease in Partner Nonrecourse Debt Minimum Gain during any Taxable Year, each Member will be specially allocated items of the Members thatincome and gain for that period (and, if necessary, for subsequent periods) in proportion to, and to the extent possibleof, such Member’s share of the Regulatory Allocations will net decrease in Partner Nonrecourse Debt Minimum Gain during such Taxable Year, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 7.2(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 offset with special allocations of interpreted consistently therewith. (c) No Losses or other items of Company loss or expense shall be allocated to any Member to the extent that such allocation would cause such Member to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account) at the end of such Taxable Year. All Losses and other items of loss and expense in excess of the limitation set forth in this Section 7.2(c) shall be allocated to the Members who do not have a deficit balance in their Adjusted Capital Accounts in proportion to their relative positive Adjusted Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have a deficit in its Adjusted Capital Account. (d) Any Member that unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, gainincluding gross income, loss or deduction 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, however, that an allocation pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member 7.2(d) shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, be made only if and to the extent possible, equal to the Capital Account balance that such Member would have had a deficit Adjusted Capital Account balance after all other allocations provided for in this Article 7 have been tentatively made as if the Regulatory Allocations this Section 7.2(c) were not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement. This Section 7.2(c) is intended to be a qualified income offset provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and will be interpreted in a manner consistent therewith. (e) Nonrecourse deductions (as defined in Treasury Regulations Section 1.704-2(c)) for any Taxable Year will be allocated among the Members in proportion to their respective Units. (f) Partner Nonrecourse Deductions for any Taxable Year will be allocated to the Member or Members who bear the admission economic risk of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close loss with respect to the transferring Member, partner nonrecourse debt (as defined in Treasury Regulations Sections 1.704-2(b)(4) and 1.752-2) to which the Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) (including any such adjustment pursuant to Treasury Regulations Section 1.734-2(b)(1)) is required pursuant to Treasury Regulations 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 distributive share interest in the Company, the amount of all items of profits, losses and any other items of income, gain, loss or deduction such adjustment to Capital Accounts shall be determined using treated as an item of gain (if the interim closing adjustment increases the basis of the books method under Section 706 of asset) or loss (if the Code adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulations Section 1.7061.704-1(c)(2)(i1(b)(2)(iv)(m)(2) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation if such Treasury Regulations Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, lossesapplies, or any other items allocable to any period, profits, losses, and any the Member to whom such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under distribution was made if Treasury Regulations Section 706 of the Code and the Regulations thereunder1.704-1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The following allocations set forth shall be made in Sections 6.3(athe following order: (i) Nonrecourse Deductions shall be allocated to 6.3(fthe Members pro rata in accordance with their respective Sharing Ratios as of the end of the relevant Fiscal Period. (ii) (Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the “Regulatory Allocations”Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as 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 6.2(b)(ii) are is intended to comply with certain requirements the provisions of the RegulationsTreasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. It is the intent of the Members that, to the extent possible, the Regulatory Allocations will be offset with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, notwithstanding FLOWCO MERGECO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (iii) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Period (or if there was a net decrease in Minimum Gain for a prior Fiscal Period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Article VI (other than the Regulatory AllocationsSection 6.2(b)(iii)), the Managing items of income and gain shall be allocated to each Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, an amount equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 6.2(b)(iii) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704- 2(f) and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunderinterpreted consistently therewith.

Regulatory Allocations. The allocations set forth (i) Minimum Gain Chargeback. Except as otherwise provided in Sections 6.3(a) to 6.3(f) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, the Regulatory Allocations will be offset with special allocations of other items of Company income, gain, loss or deduction pursuant to this Treasury Regulation Section 6.3. Therefore1.704-2(1), notwithstanding the provisions of Section 12.1 of this Agreement, or any other provision of this Article VI (other than the Regulatory Allocations)12, the Managing if there is a net decrease in Partnership Minimum Gain during any fiscal year, each Member shall make such offsetting special allocations be specially allocated items of Company incomeincome and gain for such year (and, gainif necessary, loss or deduction Subsequent years) in whatever manner it determines appropriate so that, after the offsetting allocations are made, each an amount equal to such Member’s Capital Account balance isshare of the net decrease in Partnership Minimum Gain, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to as determined under Treasury Regulation Section 6.2(a1. 704-2(g). In exercising its discretion pursuant The items to this Section 6.3(g), the Managing Member be allocated shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (be determined in accordance with Treasury Regulations Sections 1.704-2(1)(6) and l.704-2U)(2). This Section 12.2(a)(i) is intended to qualify as a “minimum gain chargeback” within the provisions meaning of this AgreementTreasury Regulation Section 1.704-2(t) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(iinterpreted consistently therewith. (ii) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d)partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation Section 1. 704-2(i)(4), and notwithstanding the provisions of Section 12.1 of this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, Agreement or any other other. provision of this Article 12 (except Section 12.2(a)(i», if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal year, each Member who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt. determined in accordance with Treasury Regulation Section I.704-2(i)(S). shall be specially allocated items allocable of Company income and gain for such year (and if necessary. subsequent years) in an amount equal to any periodsuch Member’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, profits, losses, and any such other determined in accordance with Treasury Regulation Section 1. 704-2(i)(4). The items to be so allocated shall be determined on in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-20)(2). This Section 12.2(a)(ii) is intended to qualify as a daily“chargeback of partner nonrecourse debt minimum gain” within the meaning of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (iii) Nonrecourse Deductions and Partner Nonrecourse Deductions. Any Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Members in accordance with their Percentage Interests. Any Partner 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 Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable, monthlyin accordance with Treasury Regulation Section 1.704-2(i). (iv) Qualified Income Offset. If any Member unexpectedly receives an adjustment, allocation or other basisdistribution described in Treasury Regulations Section 1.704-I(b)(2)(ii)(d)(4), as determined (5) or (6), that causes such Member to have a Adjusted Capital Account Deficit, 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 Treasury Regulation, the Managing Member using any permissible method under Section 706 Adjusted Capital Account Deficit of the Code Member as quickly as possible provided that an allocation pursuant to this Section 12.2(a)(iv) shall be made if and only to the Regulations thereunderextent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided in this Article 12 have been tentatively made as if this Section 12.2(a)(iv) were not in the Agreement. It is intended that this Section 12.2(a)(iv) qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulation 1.704-1(b)(2)(ii)(d), and shall be interpreted consistently therewith.

Regulatory Allocations. Notwithstanding the foregoing, the following special allocations shall be made for each Fiscal Year or other period in the following order of priority: (i) If there is a net decrease in Company Minimum Gain during a Company taxable year, 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 net decrease in Company Minimum Gain, determined in accordance with section 1.704-2(g)(2) of the Income Tax Regulations. This subsection (b)(i) is intended to comply with the minimum gain chargeback requirement of section 1.704-2(f) of the Income Tax Regulations and shall be interpreted consistently therewith. (ii) If there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with section 1.704-2(i)(5) of the Income Tax Regulations, shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in the amount equal to such Member's share of net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of section 1.704-2(i)(4) of the Income Tax Regulations. This subsection (b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of section 1.704-2(i)(4) of the Income Tax Regulations and shall be interpreted consistently therewith. (iii) If any Member unexpectedly receives (or Members unexpectedly receive) an adjustment, allocation or distribution of the type contemplated by section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Income Tax Regulations, items of income and gain shall be allocated to such Member (or if more than one Member receives such an adjustment, allocation or distribution, items of income and gain shall be allocated to such Members in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount (or amounts) and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member (or deficits of such Members) as quickly as possible. It is intended that this subsection (b)(iii) qualify and be construed as a "qualified income offset" within the meaning of section 1.704-1(b)(2)(ii)(d) of the Income Tax Regulations. (iv) If the allocation of Net Loss to a Member as provided in Section 9.1(a) would create or increase an Adjusted Capital Account Deficit and one or more other Members would have a positive Capital Account balance, 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, subject to the Adjusted Capital Account Deficit limitations of such sentence, be allocated to those Members having positive Capital Account balances up to the amount of such positive Capital Account balances in the ratios that each such Member's positive Capital Account Balance bears to the sum of such positive Capital Account balances. To the extent that allocations of Net Losses have been made pursuant to this subsection (b)(iv), future allocations of Net Profits, notwithstanding anything to the contrary in this Agreement, shall be made first to restore such Net Losses. (v) Member Nonrecourse Deductions for any Fiscal Year or other period shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of section 1.752-2 of the Income Tax Regulations) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. (vi) Nonrecourse Deductions for any Fiscal Year or other period shall be allocated to the Members in proportion to their respective Percentage Interests. (vii) To the extent 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 section 1.704-1(B)(2)(IV)(M)(2) or 1.704-1(b)(2)(iv)(M)(4) of the Income Tax Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to a Member in compete liquidation of such Member's interest in the Company, 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 specially allocated to the Members in accordance with their interests in the Company in the event section 1.704-1(b)(2)(iv)(M)(2) of the Income Tax Regulations applies, or to the Member to whom such distribution was made in the event section 1.704-1(b)(2)(iv)(M)(4) of the Income Tax Regulations applies (viii) The allocations set forth in Sections 6.3(asubsections (b)(i) to 6.3(fthrough (b)(vii) (the “Regulatory Allocations”"REGULATORY ALLOCATIONS") are intended to comply with certain requirements of sections 1.704-1(b), 1.704-2(f) and 1.704-2(i) of the Income Tax Regulations. It is Notwithstanding the intent provisions of Section 9.1(a), the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, the Regulatory Allocations will be offset with special net amount of such allocations of other items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than and the Regulatory Allocations), the Managing Allocations to each Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, be equal to the Capital Account balance such Member net amount that would have had been allocated to each Member if the Regulatory Allocations were had not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunderoccurred.

Regulatory Allocations. The following allocations set forth in Sections 6.3(a) to 6.3(f) (the “Regulatory Allocations”) are shall be made in the following order: (a) Nonrecourse Deductions shall be allocated to the Members pro rata in proportion to their respective Sharing Ratios. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as 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 5.03(b) is intended to comply with certain requirements 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 an Allocation Period (or if there was a net decrease in Minimum Gain for a prior Allocation Period and the Company did not have sufficient amounts of income and gain during prior Allocation Periods to allocate among the Members under this Section 5.03(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Regulationsnet decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). It This Section 5.03(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 intent contrary except Section 5.03(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for an Allocation Period or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Allocation Period and the Company did not have sufficient amounts of income and gain during prior Allocation Periods to allocate among the Members under this Section 5.03(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Members thatnet decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 5.03(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 Section 5.03(c) and Section 5.03(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain, respectively), 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 Allocation Period) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.03(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) Notwithstanding Section 5.02, no losses shall be allocated to any Member to the extent possiblethat such allocation would cause such Member to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account) at the end of such Allocation Period. All Losses in excess of the limitation set forth in this Section 5.03(f) shall be allocated to the Members who do not have a deficit balance in their Adjusted Capital Accounts in proportion to their relative positive Adjusted Capital Accounts but only to the extent that such Losses do not cause any such Member to have a deficit in its Adjusted Capital Account. (g) In the event that any Member has a negative Adjusted Capital Account at the end of any Allocation Period, the Regulatory Allocations will such Member shall be offset with special allocations of other allocated items of Company incomeincome and gain in the amount of such deficit as quickly as possible; provided, gainhowever, loss or deduction that an allocation pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member 5.03(g) shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, be made only if and to the extent possible, equal to the Capital Account balance that such Member would have had a negative Adjusted Capital Account after all other allocations provided for in this Section 5.03 have been tentatively made as if Section 5.03(e) and this Section 5.03(g) were not in this Agreement. (h) 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 Regulatory Allocations were not part adjustment increases the basis of this Agreement the asset) or loss (if the adjustment decreases such basis) and all Company items were such gain or loss shall be allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (Members in accordance with the provisions of this AgreementTreasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and Member to whom such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed distribution was made if Treasury Regulation Section 1.7061.704-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The following allocations set forth shall be made in Sections 6.3(athe following order: (a) Nonrecourse Deductions shall be allocated 87.5% to 6.3(fthe holders of Series A Units in proportion to their respective Class A Unit Sharing Percentages and 12.5% to the holders of Series B Units pro rata in proportion to their respective Class B Unit Sharing Percentages. (b) (Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the “Regulatory Allocations”Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as 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 8.02(b) are is intended to comply with certain requirements 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 Period (or if there was a net decrease in Minimum Gain for a prior Fiscal Period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 8.02(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Regulationsnet decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). It This Section 8.02(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 intent contrary except Section 8.02(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Period (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 8.02(d)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Members thatnet decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 8.02(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 Section 8.02(a) and Section 8.02(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent possible, that such allocation would cause such Member to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account) at the Regulatory Allocations will be offset with special allocations end of such Fiscal Period. All Losses and other items of Company loss and expense in excess of the limitation set forth in this Section 8.02(e) shall be allocated to the Members who do not have a deficit balance in their Adjusted Capital Accounts in proportion to their relative positive Adjusted Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have a deficit in its Adjusted Capital Account. (f) Notwithstanding any provision hereof to the contrary except Section 8.02(c), Section 8.02(d) and Section 8.02(e) of this Agreement, 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, gainincluding gross income, loss or deduction and gain for the Fiscal Period) 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 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member 8.02(f) shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, be made only if and to the extent possible, equal to the Capital Account balance that such Member would have had deficit Adjusted Capital Account balance after all other allocations provided for in this Article VIII have been tentatively made as if the Regulatory Allocations this Section 8.02(f) were not part in this Agreement. This Section 8.02(f) 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. (g) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of this Agreement any Fiscal Period, such Member shall be allocated items of Company gross income and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.3(g8.02(g) shall be made only if and to the extent that such Member would have a deficit balance in its Capital Account after all other allocations provided for in this Article VIII have been tentatively made as if Section 8.02(f) and this Section 8.02(g) were not in this Agreement. (h) 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 Units, 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 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (i) If any Class B Units held by any holder of Class B Units are forfeited or redeemed by the Company, such holder shall be allocated items of loss and deduction in the Fiscal Period of such forfeiture or redemption in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units reduced, but not below zero, by the amount of any redemption price paid by the Company for such Units. (j) If, as a result of an exercise of a noncompensatory warrant or option to acquire an interest in the Company, a Capital Account reallocation is required under Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3) (as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations), the Managing Member Company shall take into account future Regulatory Allocations that, although not yet made, are likely make corrective allocations pursuant to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Proposed Treasury Regulation Section 1.7061.704-4(d1(b)(4)(x). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by such Proposed Treasury Regulation may be amended or modified, including upon the Managing Member using any permissible method under Section 706 issuance of the Code and the Regulations thereundertemporary or final Treasury Regulations.

Regulatory Allocations. The following allocations set forth shall be made in Sections 6.3(athe following order: (a) Nonrecourse Deductions shall be allocated to 6.3(fthe Members in accordance with their respective Percentage Interests. (b) (Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the “Regulatory Allocations”Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as 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 6.4(b) are is intended to comply with certain requirements 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 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Regulationsnet decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). It This Section 6.4(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 intent contrary except Section 6.4(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 6.4(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Members that, net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(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 extent contrary except Section 6.4(c) and Section 6.4(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 or other period) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 6.4(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, the Regulatory Allocations will such Member shall be offset with special allocations of other allocated items of Company income, gain, loss or deduction income and gain LIMITED LIABILITY COMPANY AGREEMENT XXXXX XXXXXXX XXXXXX LLC in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member 6.4(f) shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, be made only if and to the extent possible, equal to the Capital Account balance that such Member would have had a negative Adjusted Capital Account after all other allocations provided for in this Section 6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(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 Regulatory Allocations were not part adjustment increases the basis of this Agreement the asset) or loss (if the adjustment decreases such basis) and all Company items were such gain or loss shall be allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (Members in accordance with the provisions of this AgreementTreasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and Member to whom such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed distribution was made if Treasury Regulation Section 1.7061.704-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. (a) Notwithstanding any other provision of this Agreement, if there is a net decrease in Company Minimum Gain during any year, each Member shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Member's share of the net decrease in Company Minimum Gain, determined in accordance with ss. 1.704-2(g) of the Treasury Regulations. 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 ss. 1.704-2(f)(6) of the Treasury Regulations. This Section 12.6(a) is intended to comply with the minimum gain chargeback requirement in ss. 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith. (b) Notwithstanding any other provisions of this Agreement except Section 6.12(a), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with ss. 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Member's share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with ss. 1.704-2(i)(4) of the Treasury Regulations. 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 ss.1.704-2(i)(4) of the Treasury Regulations. This Section 6.12(b) is intended to comply with the minimum gain chargeback requirement in ss.1.704-2(i) of the Treasury Regulations and shall be interpreted consistently therewith. (c) Nonrecourse Deductions for any year shall be allocated as Net Loss. (d) Any Member Nonrecourse Deductions for any 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 ss. 1.704-2(i)(1) of the Treasury Regulations. (e) Notwithstanding any other provision of this Agreement, no Member shall be allocated in any fiscal year of the Company any Net Loss to the extent such allocation would cause or increase a deficit balance in such Member's Adjusted Capital Account, taking into account all other allocations to be made for such year pursuant to this Agreement and the reasonably expected adjustments, allocations and distributions described in ss. 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. Any such Net Loss that would be allocated to a Member (the "DEFICIT MEMBER") shall instead be allocated to the other Members. Moreover, if a Deficit Member unexpectedly receives an adjustment, allocation or distribution described in ss. 1.704-1(b)(2)(ii)(d) of the Treasury Regulations which creates or increases a deficit balance in such Member's Adjusted Capital Account (computed after all other allocations to be made for such year pursuant to this Agreement have been tentatively made as if this Section 6.12(e) were not in this Agreement), such Deficit Member shall be allocated items of income and gain in an amount equal to such deficit balance. This Section 6.12(e) is intended to comply with the qualified income offset requirement of ss. 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. (f) The allocations set forth in Sections 6.3(a6.12(a) to 6.3(fthrough 6.12(e) (the “Regulatory Allocations”"REGULATORY ALLOCATIONS") are intended to comply with certain requirements shall be taken into account in allocating items of the Regulations. It is the intent of income, gain, loss and deduction among the Members so that, to the extent possible, the Regulatory Allocations will be offset with special net amount of such allocations of other items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than and the Regulatory Allocations), the Managing Allocations to each Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, be equal to the Capital Account balance net amount that would have been allocated to each such Member would have had if the Regulatory Allocations were had not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunderoccurred.

Regulatory Allocations. The following allocations set forth shall be made in Sections 6.3(athe following order: (a) Nonrecourse Deductions shall be allocated to 6.3(fthe Members in accordance with their respective Percentage Interests. LIMITED LIABILITY COMPANY AGREEMENT XXXXXX XXXXXX LLC (b) (Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the “Regulatory Allocations”Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as 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 6.4(b) are is intended to comply with certain requirements 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 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Regulationsnet decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). It This Section 6.4(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 intent contrary except Section 6.4(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 6.4(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Members that, net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(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 extent contrary except Section 6.4(c) and Section 6.4(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 or other period) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 6.4(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, the Regulatory Allocations will such Member shall be offset with special allocations of other allocated items of Company income, gain, loss or deduction income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member 6.4(f) shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, be made only if and to the extent possible, equal to the Capital Account balance that such Member would have had a negative Adjusted Capital Account after all other allocations provided for in this Section 6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(f) were not in this Agreement. LIMITED LIABILITY COMPANY AGREEMENT XXXXXX XXXXXX LLC (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 Regulatory Allocations were not part adjustment increases the basis of this Agreement the asset) or loss (if the adjustment decreases such basis) and all Company items were such gain or loss shall be allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (Members in accordance with the provisions of this AgreementTreasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and Member to whom such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed distribution was made if Treasury Regulation Section 1.7061.704-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The (a) Notwithstanding anything to the contrary contained herein, the Agreement shall be deemed to contain (1) a “minimum gain chargeback” provision, within the meaning of Treasury Regulations Section 1.704-2(f); and (2) a “partner minimum gain chargeback” provision within the meaning of Treasury Regulations Section 1.704-2(i)(4), and there shall be allocations set forth in Sections 6.3(aconsistent with such provisions. (b) to 6.3(f) (the “Regulatory Allocations”) are intended to comply with certain requirements If any Partner unexpectedly receives an adjustment, allocation or distribution of the Regulationstype contemplated by Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be allocated to all such Partners (to the extent of and 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 Partner as quickly as possible. It is intended that this Section 5.3(b) qualify and be construed as a “qualified income offset” within the intent meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d). (c) Notwithstanding any other provisions of the Members thatAgreement, to the extent possible, the Regulatory Allocations will be offset with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, no loss or deduction shall be determined using allocated to any Partner to the interim closing extent that such allocation would cause or increase an Adjusted Capital Account Deficit of such Partner. Any such loss or deduction shall be reallocated away from such Partner and to the books method under other Partners in accordance with this Agreement, but only to the extent that such reallocation would not cause or increase an Adjusted Capital Account Deficit with respect to such other Partners. To the extent that allocations of loss or deduction have been made pursuant to this Section 706 5.3(c), future allocations of income and gain, notwithstanding anything to the Code and contrary in this Agreement, shall be made first to restore such allocations of loss or deduction. (d) Notwithstanding anything contained herein to the contrary, nonrecourse deductions, within the meaning of Treasury Regulations Section 1.7061.704-1(c)(2)(i) unless 2(b)(1), shall be allocated to the Managing Member determines that there would be no substantial difference between Partners in proportion to the results under closing of Units held by the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, lossesPartners, and any such other items item of Partnership loss or deduction that is attributable to a “partner non-recourse debt” (within the meaning of Treasury Regulations Section 1.704-2) shall be determined on a daily, monthly, or other basis, as determined by allocated to the Managing Member using any permissible method under Partners that bear the economic risk of loss for such debt (within the meaning of Treasury Regulations Section 706 of the Code and the Regulations thereunder1.752-2).

Regulatory Allocations. The allocations No Interest Holder shall be allocated losses or deductions if the allocation causes an Interest Holder to have an adjusted Capital Account deficit. If an Interest Holder receives (i) an allocation of loss or deduction (or item thereof) or (ii) any distribution which causes the Interest Holder to have an adjusted Capital Account deficit at the end of any taxable year, then all items of income and gain of the Joint Venture (consisting of a pro rata portion of each item of Joint Venture income, including gross income and gain) for that taxable year shall be allocated to that Interest Holder before any other allocation is made of Joint Venture items for that taxable year, in the amount and in proportions required to eliminate the excess as quickly as possible. This Section 3.2(a) is intended to comply with, and shall be interpreted consistently with, the “qualified income offset” provisions of the Regulations promulgated under Code Section 704(b). Except as set forth in Sections 6.3(aRegulation Section 1.704-2(f)(2), (3), and (4), if, during any taxable year, there is a net decrease in Minimum Gain or Member Minimum Gain, each Interest Holder, prior to any other allocation pursuant to this Section 3, specially shall be allocated items of gross income and gain for the taxable year (and, if necessary, subsequent taxable years) in an amount equal to 6.3(f) (the “Regulatory Allocations”) are intended to comply with certain requirements that Interest Holder’s share of the Regulationsnet decrease of Minimum Gain or Member Minimum Gain. Allocations of gross income and gain pursuant to this Section 3.2(b) shall be made first from gain recognized from the disposition of Joint Venture assets subject to nonrecourse liabilities (within the meaning of the Regulations promulgated under Code Section 752), to the extent of the Minimum Gain or Member Minimum Gain attributable to those assets, and thereafter, from a pro rata portion of the Joint Venture’s other items of income and gain for the taxable year. It is the intent of the Members thatparties hereto that any allocation pursuant to this Section 3.2(b) shall constitute a “minimum gain chargeback” under Regulation Sections 1.704-2(f) or 1.704-2(i)(4). In accordance with Code Section 704(c) and the Regulations thereunder, to the extent possibleas well as Regulation Section 1.704-1(b)(2)(iv)(d)(3), the Regulatory Allocations will be offset with special allocations of other items of Company income, gain, loss or loss, and deduction pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to any property contributed (or deemed contributed) to the transferring MemberJoint Venture shall, solely for tax purposes, be allocated among the Interest Holders so as to take account of any variation between the adjusted basis of the property to the Joint Venture for federal income tax purposes and such Member’s distributive share its fair market value at the date of all items contribution (or deemed contribution). If the adjusted book value of profitsany Joint Venture asset is adjusted as provided herein, losses and any other items subsequent allocations of income, gain, loss or loss, and deduction with respect to the asset shall be determined using take account of any variation between the interim closing adjusted basis of the books method asset for federal income tax purposes and its adjusted book value in the manner required under Code Section 706 of 704(c) and the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d)thereunder. Except as otherwise provided herein, each item of profit or loss recognized by the Joint Venture for Federal income tax purposes shall be allocated among the Interest Holders in the same manner and proportion as each correlative item of profit or loss is allocated pursuant to the provisions of this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder3.

Regulatory Allocations. The following allocations set forth shall be made in Sections 6.3(athe following order: (a) Nonrecourse Deductions shall be allocated to 6.3(fClass A Members and Class B Members in accordance with their respective Class A and B Percentages. (b) (Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the “Regulatory Allocations”Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as 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 3.03(b) are is intended to comply with certain requirements the provisions of the Regulations. It is the intent of the Members that, to the extent possible, the Regulatory Allocations will Treasury Regulation Section 1.704- 2(i) and shall be offset with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, notwithstanding interpreted consistently therewith. (c) Notwithstanding any other provision of this Article VI Agreement to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Period (other than or if there was a net decrease in Minimum Gain for a prior Fiscal Period and the Regulatory AllocationsCompany did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 3.03(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the Managing net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 3.03(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 of this Agreement to the contrary except Section 3.03(d) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Period (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 3.03(d)), items of income and gain shall make be allocated to each Member in an amount equal to such offsetting special allocations Member’s share of Company income, gain, the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 3.03(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) No Losses or other items of loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, expense shall be allocated to any Member to the extent possible, equal that such allocation would cause such Member to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account) at the end of such Fiscal Period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section 3.03(e) shall be allocated to the Members who do not have a deficit balance in their Adjusted Capital Accounts in proportion to their relative positive Adjusted Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have a deficit in its Adjusted Capital Account. (f) 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 Period) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account balance as quickly as possible; provided that an allocation pursuant to this Section 3.03(f) shall be made only if and to the extent that such Member would have had deficit Adjusted Capital Account balance after all other allocations provided for in this Article III have been tentatively made as if the Regulatory Allocations this Section 3.03(f) were not part in this Agreement. This Section 3.03(f) 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. (g) In the event that any Member has a deficit balance in its Capital Account at the end of this Agreement any Fiscal Period, such Member shall be allocated items of Company gross income and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion gain in the amount of such deficit as quickly as possible; provided, however, that an allocation pursuant to this Section 6.3(g3.03(g) shall be made only if and to the extent that such Member would have a deficit balance in its Capital Account after all other allocations provided for in this Article III have been tentatively made as if Section 3.03(f) and this Section 3.03(g) were not in this Agreement. (h) 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 Units, 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 1.704-1(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- 1(b)(2)(iv)(m)(4) applies. (i) 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 1.704-1(b)(2)(iv)(s)(3), the Managing Member Company shall take into account future Regulatory Allocations that, although not yet made, are likely make corrective allocations pursuant to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Treasury Regulation Section 1.7061.704-4(d1(b)(4)(x). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder.

Regulatory Allocations. Notwithstanding the foregoing provisions of this Article 4, the following special allocations shall be made in the following order or priority: 4.3.1 If there is a net decrease in Company Minimum Gain with respect to any Series during a Company taxable year, then each Member associated with such Series shall be allocated items of Company income and gain with respect to such Series for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain with respect to such Series, determined in accordance with Regulations Section 1.704-2(g)(2) as if such Series were a separate “partnership.” This Section 4.3.1 is intended to comply with the minimum gain chargeback requirement of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. 4.3.2 If there is a net decrease in Member Minimum Gain with respect to any Series attributable to a Member Nonrecourse Debt with respect to such Series during any Company taxable year, each Member associated with such Series 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) as if each Series were a separate “partnership,” shall be specially allocated items of Company income and gain with respect to such Series 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(g)(2) as if such Series were a separate “partnership.” This Section 4.3.2 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. 4.3.3 If any Member associated with any Series unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), or (5) or (6), items of income and gain shall be allocated to all such Members associated with such Series (in proportion to the amounts of their respective adjusted capital account deficits with respect to such Series) in an amount and manner sufficient to eliminate the adjusted capital account deficit of such Member with respect to such Series as quickly as possible. It is intended that this Section 4.3.3 qualify and be construed as a “qualified income offset” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d). 4.3.4 If the allocation of Net Loss to a Member as provided in Section 4.2 hereof would create or increase an adjusted capital account deficit with respect to any Series, then to the extent possible there shall be allocated to such Member only that amount of Net Loss as will not create or increase an adjusted capital account deficit with respect to any such Series. 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 associated with such Series in accordance with their relative holdings of membership interests, subject to the limitations of this Section 4.3.4. 4.3.5 The Nonrecourse Deductions for each taxable year of the Company with respect to each Series shall be allocated to the Members associated with such Series in a manner permitted by the Code and Regulations, as reasonably determined by the Managing Member. 4.3.6 The allocations set forth in this Sections 6.3(a) to 6.3(f) 4.3 (the “Regulatory Allocations”) are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2(i) as if each Series were a separate “partnership.” Notwithstanding the Regulations. It is provisions of Section 4.2, the intent Regulatory Allocations made with respect to any particular Series shall be taken into account in allocating other items of income, gain, loss and deduction with respect to such Series among the Members associated with such Series so that, to the extent possible, the Regulatory Allocations will be offset with special net amount of such allocations of other items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than and the Regulatory Allocations), the Managing Allocations to each Member with respect to such Series shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, be equal to the Capital Account balance net amount that would have been allocated to each such Member would have had if the Regulatory Allocations were had not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunderoccurred.

Regulatory Allocations. Notwithstanding anything to the contrary in this Article 7, the following provisions shall be given effect prior to any allocations of Net Profit or Net Loss set forth in Section 7.1: (a) If an allocation of Net Loss would cause a Member to have an Adjusted Capital Account Deficit, such Net Loss shall instead be allocated (i) first, to Members with positive balances in their Capital Accounts (as adjusted in accordance with the definition of Adjusted Capital Account Deficit), in proportion to and to the extent thereof, and (ii) thereafter, among the Members in accordance with their respective Percentage Interests. (b) All Nonrecourse Deductions for each Taxable Year shall be allocated to the Members in accordance with their Percentage Interests. (c) All Member Nonrecourse Deductions for each Taxable Year shall be allocated to the Members who bear the economic risk of loss with respect to the Member Nonrecourse Debt giving rise to such deductions, in accordance with Treasury Regulation §1.704-2(i)(1). (d) Any Member who unexpectedly receives an adjustment, allocation or distribution described in clauses (4), (5) or (6) of Treasury Regulation §1.704-1(b)(2)(ii)(d) that produces a deficit in its Capital Account shall, to the extent required by the Treasury Regulations, be allocated items of income and gain in the amount and manner sufficient to eliminate the deficit in its Capital Account as quickly as possible. This Section 7.2(d) is intended to comply with the “qualified income offset” requirement in Treasury Regulation §1.704-1(b)(2)(ii)(d)(3), and shall be interpreted consistently therewith. (e) If there is a net decrease in Minimum Gain during a Taxable Year, then before any other allocation is made for such year, the Members shall be allocated items of income and gain for such year (and, if necessary, subsequent years) in the amount and in the proportions necessary to satisfy the requirements of a “minimum gain chargeback” under Treasury Regulation §1.704-2(f). (f) If there is a net decrease in Member Minimum Gain during a Taxable Year, then before any other allocation is made for such year, the Members shall be allocated items of income and gain for such year (and, if necessary, subsequent years) in the amount and in the proportions necessary to satisfy the requirements of a partner nonrecourse debt minimum gain chargeback under Treasury Regulation §1.704-2(i)(4). (g) The allocations set forth in Sections 6.3(a) to 6.3(f) this Section 7.2 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent Treasury Regulations promulgated under Section 704(b) of the Code and are intended to be read consistently therewith. The Members intend that, to the extent possible, the all Regulatory Allocations will shall be offset with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss loss, or deduction pursuant to this Section 6.37.2. Therefore, notwithstanding any other provision of this Article VI Section 7.2(g) (other than the Regulatory Allocations), the Managing Administrative Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it reasonably determines is appropriate so that, after the such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance which such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a)Agreement. In exercising its discretion pursuant to under this Section 6.3(g)7.2, the Managing Administrative Member shall take into account future Regulatory Allocations under this Section 7.2 that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method made under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder7.2.

Regulatory Allocations. The allocations set forth in Sections 6.3(a) to 6.3(f) (At the “Regulatory Allocations”) are intended to comply with certain requirements end of the Regulations. It is the intent of the Members that, to the extent possible, the Regulatory Allocations will be offset with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, each Fiscal Year and notwithstanding any other provision of this Article VI (other than the Regulatory Allocations)VII, the Managing Member shall make such offsetting following special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part shall be made for both capital account and for federal income tax purposes: 7.3.1 Notwithstanding any other provision of this Agreement and all (except as provided in Section 7.3.2, if there is a net decrease in Minimum Gain (as defined below) for any Fiscal Year of the Company, each Member shall be allocated, on an equal basis, before any other allocation of Company items were for such taxable year, a share of items of gross income and gain for such year (and, if necessary, for subsequent years) equal to such decrease. The income allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (7.3.1 in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s any taxable year shall close with respect consist first of gains recognized from the disposition of property subject to one or more nonrecourse liabilities of the transferring MemberCompany, and such Member’s distributive share any remainder shall consist of all items an equal portion of profits, losses and any other items of income, gain, loss income or deduction shall be determined using the interim closing gain of the books method under Company. 7.3.2 The allocation otherwise required pursuant to Section 706 7.3.1 shall not apply to any Member to the extent that: (i) such Member's share of the Code net decrease in Minimum Gain is caused by a guarantee, refinancing or other change in any instrument evidencing a nonrecourse debt of the Company which causes such debt to become partially or wholly recourse debt or a Member nonrecourse debt (as defined below), and the Member owning such Membership Interest bears the economic risk of loss (within the meaning of Treasury Regulations Section 1.7061.752-1(c)(2)(i2) unless the Managing Member determines that there would be no substantial difference between the results under closing for such changed debt; (ii) such Member's share of the books and net decrease in Minimum Gain results from the repayment of a pro rata method as described nonrecourse liability of the Company, which repayment is made using funds contributed by the Member owning such Ownership Interest to the capital of the Company; (iii) the Internal Revenue Service ("IRS"), pursuant to Regulations Section 1.704-2(f)(4), waives the requirement of such allocation in proposed Regulation response to a request for such waiver made by the Company (which request the Company may make if approved by a Supermajority in Interest of the Voting Members); or (iv) additional exceptions to the requirement of such allocation are established by revenue rulings issued by the IRS pursuant to Regulations Section 1.7061.704-4(d2(f)(5). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary exceptions apply to determine such Membership Interest of the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basisMember owning the same, as determined by counsel to the Managing Company. 7.3.3 Notwithstanding any other provision of this Agreement, if a Member using any permissible method under unexpectedly receives an adjustment, allocation or distribution described in Regulations Section 706 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases an excess deficit capital account balance with respect to such Member, items of the Code Company's gross income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate such excess deficit capital account balance as quickly as possible. 7.3.4 If at the Regulations thereunderend of any Fiscal Year, a Member has an excess deficit capital account balance, items of Company income or gain shall be allocated to such Member in an amount and manner sufficient to eliminate such excess deficit capital account balance as quickly as possible. 7.3.5 For purposes of this Section 7.3, the following terms shall have the following meanings:

Regulatory Allocations. The following allocations set forth shall be made in Sections 6.3(athe following order: (a) Nonrecourse Deductions shall be allocated 85% to 6.3(fthe holders of Units (Capital) pro rata in proportion to their respective Unit (Capital) Sharing Percentages and 15% to the “Regulatory Allocations”holders of Units (Profits Interest) are pro rata in proportion to their respective Unit (Profits Interest) Sharing Percentages. (b) Partner Nonrecourse Deductions attributable to Partner Nonrecourse Debt shall be allocated to the Partners bearing the Economic Risk of Loss for such Partner Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Partner bears the Economic Risk of Loss for such Partner Nonrecourse Debt, the Partner Nonrecourse Deductions attributable to such Partner Nonrecourse Debt shall be allocated among the Partners according to the ratio in which they bear the Economic Risk of Loss. This Section 6.02(b) is intended to comply with certain requirements 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 taxable year (or if there was a net decrease in Minimum Gain for a prior taxable year and the Partnership did not have sufficient amounts of income and gain during prior years to allocate among the Partners under this Section 6.02(c)), items of income and gain shall be allocated to each Partner in an amount equal to such Partner’s share of the Regulationsnet decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). It This Section 6.02(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 intent contrary except Section 6.02(c) of this Agreement (dealing with Minimum Gain), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain for a taxable year (or if there was a net decrease in Partner Nonrecourse Debt Minimum Gain for a prior taxable year and the Partnership did not have sufficient amounts of income and gain during prior years to allocate among the Partners under this Section 6.02(d), items of income and gain shall be allocated to each Partner in an amount equal to such Partner’s share of the Members thatnet decrease in Partner Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.02(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 Section 6.02(a) and Section 6.02(b), no Losses shall be allocated to any Limited Partner to the extent possiblethat such allocation would cause such Limited Partner to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account) at the end of such Fiscal Period. All Losses in excess of the limitation set forth in this Section 6.02(e) shall be allocated to the Partners who do not have a deficit balance in their Adjusted Capital Accounts in proportion to their relative positive Adjusted Capital Accounts but only to the extent that such Losses do not cause any such Partner to have a deficit in its Adjusted Capital Account. (f) Notwithstanding any provision hereof to the contrary except Section 6.02(c), the Regulatory Allocations will Section 6.02(d) and Section 6.02(e) of this Agreement, a Partner 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 offset with special allocations of other allocated items of Company income and gain (consisting of a pro rata portion of each item of income, gainincluding gross income, loss or deduction and gain for the taxable year) in an amount and manner sufficient to eliminate any deficit balance in such Partner’s Adjusted Capital Account as quickly as possible; provided that, an allocation pursuant to this Section 6.3. Therefore, notwithstanding any 6.02(f) shall be made only if and to the extent that such Partner would have deficit Adjusted Capital Account balance after all other provision of allocations provided for in this Article VI have been tentatively made as if this Section 6.02(f) were not in this Agreement. This Section 6.02(f) 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. (other than g) In the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction event that any Partner has a deficit balance in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s its Capital Account balance is, at the end of any taxable year in excess of the sum of (A) the amount such Partner is required to the extent possible, equal restore pursuant to the Capital Account balance such Member would have had if the Regulatory Allocations were not part tax provisions of this Agreement and all Company items were allocated (B) the amount such Partner is deemed obligated to restore pursuant to Section 6.2(aTreasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5). In exercising its discretion , such Partner shall be allocated items of Partnership gross income, and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.3(g6.02(g) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account after all other allocations provided for in this Article VI have been tentatively made as if Section 6.02(f) and this Section 6.02(g) were not in this Agreement. (h) To the extent an adjustment to the adjusted tax basis of any Partnership 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 Partner in complete liquidation of such Partner’s Units, 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 Partners in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Partner to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (i) If any Units (Profits Interest) held by any holder of Units (Profits Interest) are forfeited or redeemed by the Partnership, such holder shall be allocated items of loss and deduction in the year of such forfeiture or redemption in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units reduced, but not below zero, by the amount of any redemption price paid by the Partnership for such Units. (j) If, as a result of an exercise of a noncompensatory warrant or option to acquire an interest in the Partnership, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Managing Member Partnership shall take into account future Regulatory Allocations that, although not yet made, are likely make corrective allocations pursuant to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Treasury Regulation Section 1.7061.704-4(d1(b)(4)(x). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder.

Regulatory Allocations. Notwithstanding the foregoing, the following special allocations shall be made for each Fiscal Year or other period in the following order of priority: (i) If there is a net decrease in Company Minimum Gain during a Company taxable year, 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 net decrease in Company Minimum Gain, determined in accordance with section 1.704-2(g)(2) of the Income Tax Regulations. This subsection (b)(i) is intended to comply with the minimum gain chargeback requirement of section 1.704-2(f) of the Income Tax Regulations and shall be interpreted consistently therewith. (ii) If there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with section 1.704-2(i)(5) of the Income Tax Regulations, shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in the amount equal to such Member's share of net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of section 1.704-2(i)(4) of the Income Tax Regulations. This subsection (b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of section 1.704-2(i)(4) of the Income Tax Regulations and shall be interpreted consistently therewith. (iii) If any Member unexpectedly receives (or Members unexpectedly receive) an adjustment, allocation or distribution of the type contemplated by section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Income Tax Regulations, items of income and gain shall be allocated to such Member (or if more than one Member receives such an adjustment, allocation or distribution, items of income and gain shall be allocated to such Members in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount (or amounts) and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member (or deficits of such Members) as quickly as possible. It is intended that this subsection (b)(iii) qualify and be construed as a "qualified income offset" within the meaning of section 1.704-1(b)(2)(ii)(d) of the Income Tax Regulations. (iv) If the allocation of Net Loss to a Member as provided in Section 9.1(a) would create or increase an Adjusted Capital Account Deficit and one or more other Members would have a positive Capital Account balance, 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, subject to the Adjusted Capital Account Deficit limitations of such sentence, be allocated to those Members having positive Capital Account balances up to the amount of such positive Capital Account balances in the ratios that each such Member's positive Capital Account Balance bears to the sum of such positive Capital Account balances. To the extent that allocations of Net Losses have been made pursuant to this subsection (b)(iv), future allocations of Net Profits, notwithstanding anything to the contrary in this Agreement, shall be made first to restore such Net Losses. (v) Member Nonrecourse Deductions for any Fiscal Year or other period shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of section 1.752-2 of the Income Tax Regulations) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. (vi) Nonrecourse Deductions for any Fiscal Year or other period shall be allocated to the Members in proportion to their respective Percentage Interests. (vii) To the extent 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 section 1.704-1(b)(2)(iv)(M)(2) or 1.704-1(b)(2)(iv)(M)(4) of the Income Tax Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to a Member in compete liquidation of such Member's interest in the Company, 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 specially allocated to the Members in accordance with their interests in the Company in the event section 1.704-1(b)(2)(iv)(M)(2) of the Income Tax Regulations applies, or to the Member to whom such distribution was made in the event section 1.704-1(b)(2)(iv)(M)(4) of the Income Tax Regulations applies (viii) The allocations set forth in Sections 6.3(asubsections (b)(i) to 6.3(fthrough (b)(vii) (the “"Regulatory Allocations”") are intended to comply with certain requirements of sections 1.704-1(b), 1.704-2(f) and 1.704-2(i) of the Income Tax Regulations. It is Notwithstanding the intent provisions of Section 9.1(a), the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, the Regulatory Allocations will be offset with special net amount of such allocations of other items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than and the Regulatory Allocations), the Managing Allocations to each Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, be equal to the Capital Account balance such Member net amount that would have had been allocated to each Member if the Regulatory Allocations were had not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunderoccurred.

Regulatory Allocations. (a) The allocations set forth in Sections 6.3(a) to 6.3(f) (the “Regulatory Allocations”) are intended to comply with certain requirements ” consist of the Regulations“Basic Regulatory Allocations,” as defined in Section 7.6(b) hereof, the “Nonrecourse Regulatory Allocations,” as defined in Section 7.6(c) hereof, and the “Partner Nonrecourse Regulatory Allocations,” as defined in Section 7.6(d) hereof. (b) The “Basic Regulatory Allocations” consist of allocations pursuant to Sections 7.5(c), 7.5(d) and 7.5(g) hereof. It is Notwithstanding any other provision of this Agreement, other than the intent Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss and deduction among the Members Partners so that, to the extent possible, the Regulatory Allocations will be offset with special net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of Company incomeapplying the foregoing sentence, gain, loss or deduction allocations pursuant to this Section 6.37.6(b) shall only be made with respect to allocations pursuant to Section 7.5(g) hereof to the extent the Partners reasonably determine that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (c) The “Nonrecourse Regulatory Allocations” consist of all allocations pursuant to Sections 7.5(a) and 7.5(e) hereof. Therefore, notwithstanding Notwithstanding any other provision of this Article VI (Agreement, other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Nonrecourse Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take be taken into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (in accordance with the provisions of this Agreement) or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and such Member’s distributive share of all items of profits, losses and any other allocating items of income, gain, loss or and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Nonrecourse Regulatory Allocations to each Partner shall be determined using equal to the interim closing net amount that would have been allocated to each such Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(iforegoing sentence (i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in allocations pursuant to this Section 6.47.6(c) shall be made prior to the Partnership fiscal year during which there is a net decrease in Partnership Minimum Gain, in all other cases in which it is and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations pursuant to this Section 7.5(c) shall be deferred with respect to allocations pursuant to Section 7.5(e) hereof to the extent the Partners reasonably determine the profits, losses, or that such allocations are likely to be offset by subsequent allocations pursuant to Section 7.5(a) hereof. (d) The “Partner Nonrecourse Regulatory Allocations” consist of all allocations pursuant to Sections 7.5(b) and 7.5(f) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be taken into account in allocating items allocable of income, gain, loss and deduction among the Partners so that, to any periodthe extent possible, profits, lossesthe net amount of such allocations of other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 7.6(d) shall be made with respect to allocations pursuant to Section 7.5(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such other items net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 7.6(d) shall be determined on deferred with respect to allocations pursuant to Section 7.5(f) hereof relating to a dailyparticular Partner Nonrecourse Debt to the extent the Partners reasonably determine that such allocations are likely to be offset by subsequent allocations pursuant to Section 7.5(b) hereof. (e) The Tax Matters Partner shall have reasonable discretion, monthlywith respect to each Partnership fiscal year, or other basisto (i) apply the provisions of Sections 7.6(b), as determined by 7.6(c) and 7.6(d) hereof in whatever order is likely to minimize the Managing Member using any permissible method under Section 706 of economic distortions that might otherwise result from the Code Regulatory Allocations, and (ii) divide all allocations pursuant to Sections 7.6(b), 7.6(c) and 7.6(d) hereof among the Regulations thereunderPartners to a manner that is likely to minimize such economic distortions.

Regulatory Allocations. The Subject to Section 6.4(d), the following allocations set forth shall be made in Sections 6.3(athe following order: (a) Notwithstanding any other provision hereof to 6.3(fthe 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 6.4(a)), 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 6.4(a) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Notwithstanding any provision hereof to the contrary except Section 6.4(a) (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 “Regulatory Allocations”Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(b)), 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 6.4(b) are 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. (c) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as 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 6.4(c) is intended to comply with certain requirements the provisions of the Regulations. It is the intent of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (d) Nonrecourse Deductions shall be allocated to the Members thatin accordance with the relative number of Class A Units held thereby, with the allocation to Stratfor Holdings with respect to its 180,000 Class A Units initially issued to it being further allocated between Stratfor Holdings, the Xxxxxx Member and Xx. Xxxxxx pro rata with respect to such 180,000 Class A Units and the number of Series 1 Incentive Units and Series 2 Incentive Units then outstanding. (e) Notwithstanding any provision hereof to the extent contrary except Section 6.4(a) and Section 6.4(b) (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 6.4(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, the Regulatory Allocations will such Member shall be offset with special allocations of other allocated items of Company income, gain, loss or deduction income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member 6.4(f) shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, be made only if and to the extent possible, equal to the Capital Account balance that such Member would have had a negative Adjusted Capital Account after all other allocations provided for in this Section 6.4 have been tentatively made as if this Section 6.4(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 Regulatory Allocations were not part adjustment increases the basis of this Agreement the asset) or loss (if the adjustment decreases such basis) and all Company items were such gain or loss shall be allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or part of an Interest (Members in accordance with the provisions of this AgreementTreasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or the admission of an additional Member (in accordance with the provisions of this Agreement) the Company’s taxable year shall close with respect to the transferring Member, and Member to whom such Member’s distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed distribution was made if Treasury Regulation Section 1.7061.704-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Section 706 of the Code and the Regulations thereunder1(b)(2)(iv)(m)(4) applies.