Common use of Regulatory and Special Allocations Clause in Contracts

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease Partner nonrecourse deductions (as defined in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(12(i)(2)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year attributable to partner nonrecourse debt (and, if necessary, subsequent Fiscal Years) as defined in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g2(b)(4). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except If there is a net decrease during a Taxable Year in Member Minimum Gain, items of Company income and gain for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Members in the amounts and of such character as otherwise provided in determined according to Treasury Regulations Section 1.704-2(i)(4). (b) Nonrecourse deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata among the Members in accordance with their Percentage Interests. Except as otherwise provided in Section 5.03(a), if there is a net decrease in Member Nonrecourse Debt the Company Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of Company income and gain for such Fiscal Taxable Year (and, if necessary, for subsequent Fiscal Taxable Years) in an amount equal the amounts and of such character as determined according to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(42(f). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted consistently in a manner consistent therewith. (c) In the event If any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or Distributions Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6)) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, computed after the application of Sections 5.03(a) and 5.03(b) but before the application of any other provision of this Article V, then items of Company income and gain for such Taxable Year shall be specially allocated to such Member in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possibleDeficit. This Section 6.2(c5.03(c) is intended to comply with the be a qualified income offset requirement provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) If the allocation of Losses to a Member as provided in Section 5.02 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to this Section 5.03(d). (e) Profits and Losses described in Section 5.01(b)(v) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(j) and (m). (f) The allocations set forth in paragraphs (a), (bSection 5.03(a) through and (cincluding Section 5.03(d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Article VI (other than V, but subject to the Regulatory Allocations), income, gain, deduction and loss shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Members to be taken into account in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating Net Income other Profit and Net Losses Loss (and such other items of income, gain, deduction and loss) among the Members so that, to the extent possible, that the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations and such special allocations to each such Member is zero. In addition, if in any Taxable Year or other Fiscal Period there is a decrease in Company Minimum Gain, or in Member Minimum Gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, the Members may, if they do not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be equal to the net amount that would have been allocated to applied in such Member instance as if the Regulatory Allocations had it did not occurredcontain such minimum gain chargeback requirement. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease Partner nonrecourse deductions (as defined in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(12(i)(2)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year attributable to partner nonrecourse debt (and, if necessary, subsequent Fiscal Years) as defined in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g2(b)(4). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except If there is a net decrease during a Taxable Year in Partner Minimum Gain, Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Partners in the amounts and of such character as otherwise provided in determined according to Treasury Regulations Section 1.704-2(i)(4). This Section 5.03(a) is intended to be a partner nonrecourse debt minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(i), and shall be interpreted in a manner consistent therewith. (b) Nonrecourse deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata among the Partners in accordance with their Percentage Interests. Except as otherwise provided in Section 5.03(a), if there is a net decrease in Member Nonrecourse Debt the Partnership Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain Partner shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, for subsequent Fiscal Taxable Years) in an amount equal the amounts and of such character as determined according to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(42(f). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted consistently in a manner consistent therewith. (c) In the event If any Member Partner that unexpectedly receives any adjustmentsan adjustment, allocations allocation or Distributions Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6), income and gain shall be specially allocated to such Member in ) has an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by as of the end of any Taxable Year, computed after the application of Sections 5.03(a) and 5.03(b) but before the application of any other provision of this Article V, then Profits for such adjustmentsTaxable Year shall be allocated to such Partner in proportion to, allocations or Distributions as quickly as possibleand to the extent of, such Adjusted Capital Account Deficit. This Section 6.2(c5.03(c) is intended to comply with the be a qualified income offset requirement provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) If the allocation of Losses to a Partner as provided in Section 5.02 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Partner only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Partner shall be allocated to the other Partners in accordance with their relative Percentage Interests, subject to this Section 5.03(d). (e) Profits and Losses described in Section 5.01(b)(v) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(j) and (m). (f) Simulated Depletion for each Depletable Property and Simulated Loss upon the disposition of a Depletable Property shall be allocated among the Partners in proportion to their shares of the Simulated Basis in such property. (g) The allocations set forth in paragraphs (a), (bSection 5.03(a) through and (cincluding Section 5.03(e) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Partners intend to allocate Profit and Loss of the Partnership or make Distributions. Accordingly, notwithstanding the other provisions of this Article VI (other than V, but subject to the Regulatory Allocations), income, gain, deduction and loss shall be reallocated among the Partners so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Partners to be taken into account in allocating Net Income the amounts (or as close thereto as possible) they would have been if Profit and Net Losses among Members so thatLoss (and such other items of income, gain, deduction and loss) had been allocated without reference to the extent possibleRegulatory Allocations. In general, the Partners anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction and loss) among the Partners so that the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations and such special allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurredPartner is zero. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.18.1: (a) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated, as provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), as an item of Profit (if the adjustment increases the basis of the asset) or Loss (if the adjustment decreases such basis) and such Profit or Loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to the Treasury Regulations. (b) If there is a net decrease in Company Partnership Minimum Gain (determined according to Treasury Regulations Regulation Section 1.704-2(d)(1)) during any Fiscal Taxable Year, each Member Limited Partner shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such MemberPartner’s share of the net decrease in Company Partnership Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections Regulation Section 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (bc) Member Partner Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Partner Minimum Gain during any Fiscal Taxable Year, each Member Limited Partner that has a share of such Member Nonrecourse Debt Partner Minimum Gain shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that MemberPartner’s share of the net decrease in Member Nonrecourse Debt Partner Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections Regulation Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirements in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (cd) In the event any Member Limited Partner unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Profits shall be specially allocated to such Member Limited Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c) paragraph is intended to comply with the qualified income offset requirement in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (a), (b), (c) and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI VIII (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income Profits and Net Losses among Members Partners so that, to the extent possible, the net amount of such allocations of Net Income Profits and Net Losses and other items and the Regulatory Allocations to each Member Limited Partner shall be equal to the net amount that would have been allocated to such Member Limited Partner if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease Losses attributable to partner nonrecourse debt (as defined in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(12(b)(4)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except If there is a net decrease during a Taxable Year in Member Minimum Gain, Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Members in the amounts and of such character as otherwise provided in determined according to Treasury Regulations Section 1.704-2(i)(4). (b) Nonrecourse deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata among the Members in accordance with their Percentage Interests. Except as otherwise provided in Section 5.03(g), if there is a net decrease in Member Nonrecourse Debt the Company Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, for subsequent Fiscal Taxable Years) in an amount equal the amounts and of such character as determined according to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(42(f). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted consistently in a manner consistent therewith. (c) In the event If any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or Distributions Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6)) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, income computed after the application of Sections 5.03(a) and gain 5.03(b) but before the application of any other provision of this Article V, then Profits for such Taxable Year shall be specially allocated to such Member in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possibleDeficit. This Section 6.2(c5.03(c) is intended to comply with the be a qualified income offset requirement provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) If the allocation of Losses to a Member as provided in Section 5.02 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to this Section 5.03(d). (e) Profits and Losses described in Section 5.01(b)(v) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(j) and (m). (f) Simulated Depletion for each Depletable Property and Simulated Loss upon the disposition of a Depletable Property shall be allocated among the Members in proportion to their shares of the Simulated Basis in such property. (g) The allocations set forth in paragraphs (a), (bSection 5.03(a) through and (cincluding Section 5.03(d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Article VI (other than V, but subject to the Regulatory Allocations), income, gain, deduction and loss shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Members to be taken into account in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating Net Income other Profit and Net Losses Loss (and such other items of income, gain, deduction and loss) among the Members so that, to the extent possible, that the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations and such special allocations to each such Member is zero. In addition, if in any Taxable Year or other Fiscal Period there is a decrease in Company Minimum Gain, or in Member Minimum Gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, the Members may, if they do not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be equal to the net amount that would have been allocated to applied in such Member instance as if the Regulatory Allocations had it did not occurredcontain such minimum gain chargeback requirement. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.118.1: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Company Member shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Company Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a18.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Company Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Company Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b18.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Company Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain shall be specially allocated to such Company Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c18.2(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI XVIII (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Company Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Company Member shall be equal to the net amount that would have been allocated to such Company Member if the Regulatory Allocations had not occurred. (e) The Company and the Company Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease Partner nonrecourse deductions (as defined in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(12(i)(2)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year attributable to partner nonrecourse debt (and, if necessary, subsequent Fiscal Years) as defined in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g2(b)(4). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except If there is a net decrease during a Taxable Year in Partner Minimum Gain, Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Partners in the amounts and of such character as otherwise provided in determined according to Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.03(a) is intended to comply with the “minimum gain chargeback” chargeback requirements set forth in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (b) Nonrecourse deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata among the Partners in accordance with their Percentage Interests. Except as otherwise provided in Treasury Regulations Section 1.704-2(f), if there is a net decrease in the Partnership Minimum Gain during any Taxable Year, each Partner shall be allocated Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) in the amounts and of such character as determined according to Treasury Regulations Section 1.704-2(g). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted in a manner consistent therewith. (c) In the event If any Member Partner that unexpectedly receives any adjustmentsan adjustment, allocations allocation or Distributions Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6), income and gain shall be specially allocated to such Member in ) has an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by as of the end of any Taxable Year, computed after the application of Section 5.03(a) and 5.03(b) but before the application of any other provision of this Article V, then Profits for such adjustmentsTaxable Year shall be allocated to such Partner in proportion to, allocations or Distributions as quickly as possibleand to the extent of, such Adjusted Capital Account Deficit. This Section 6.2(c5.03(c) is intended to comply with the be a qualified income offset requirement provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this provision shall be made only if and to the extent that such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Agreement have been made as if Section 5.03(c) and this Section 5.03(d) were not in the Agreement. (e) If the allocation of Losses to a Partner as provided in Section 5.02 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Partner only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Partner shall be allocated to the other Partners in accordance with their relative Percentage Interests, subject to this Section 5.03(d). (f) Profits and Losses described in Section 5.01(b) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(j) and (m). (g) Simulated Depletion for each Depletable Property and Simulated Loss upon the disposition of a Depletable Property shall be allocated among the Partners in proportion to their shares of the Simulated Basis in such property. (h) The allocations set forth in paragraphs (a), (bSection 5.03(a) through and (cincluding Section 5.03(d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Partners intend to allocate Profit and Loss of the Partnership or make Distributions. Accordingly, notwithstanding the other provisions of this Article VI (other than V, but subject to the Regulatory Allocations), income, gain, deduction and loss shall be reallocated among the Partners so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Partners to be taken into account in allocating Net Income and Net Losses among Members so that, to the extent amounts (or as close thereto as possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that ) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to such Member if the Regulatory Allocations had not occurred. (eAllocations. If in any Taxable Year or other Fiscal Period there is a decrease in Partnership Minimum Gain, or in Partner Minimum Gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) The Company and or Section 5.03(b) would cause a distortion in the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from economic arrangement among the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubtPartners, the Company Partners may, if they do not expect that the Partnership will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is entitled to make Forfeiture Allocations andgranted, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss this Agreement shall be made applied in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidancesuch instance as if it did not contain such minimum gain chargeback requirement.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Partnership Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member Partner shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such MemberPartner’s share of the net decrease in Company Partnership Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Partner Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member Partner that has a share of such Member Partner Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that MemberPartner’s share of the net decrease in Member Partner Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Partners in accordance with their Percentage Interests. (d) In the event any Member Limited Partner unexpectedly receives any adjustments, allocations allocations, or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6), income and gain Net Income shall be specially allocated to such Member Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations allocations, or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the “qualified income offset offset” requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (a), (b) ), (c), and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI ARTICLE V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members Partners so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member Partner shall be equal to the net amount that would have been allocated to such Member Partner if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.1: (a) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated, as provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), as an item of Profits (if the adjustment increases the basis of the asset) or Losses (if the adjustment decreases such basis) and such Profits or Losses 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 such Section of the Treasury Regulations. (b) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Regulation Section 1.704-2(d)(1)) during any Fiscal Taxable Year, each Member shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (bc) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirements in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (cd) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Profits shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c) paragraph is intended to comply with the qualified income offset requirement in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (a), (b), (c) and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI 4 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income Profits and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income Profits and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1:18.1:‌ (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Company Member shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Company Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a18.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Company Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Company Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b18.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Company Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain shall be specially allocated to such Company Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c18.2(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI XVIII (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Company Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Company Member shall be equal to the net amount that would have been allocated to such Company Member if the Regulatory Allocations had not occurred. (e) The Company and the Company Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated items of income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members in accordance with their Units. (d) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the “qualified income offset offset” requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (a), (b), (c) and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating items of Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.18.1: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Regulation Section 1.704-2(d)(11.704‑2(d)(1)) during any Fiscal Taxable Year, each Member shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-2(g1.704‑2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6Regulation Section 1.704‑2(f)(6) and 1.704-2(j)(21.704‑2(j)(2). This Section 6.2(a) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirement in Treasury Regulation Section 1.704-2(f1.704‑2(f) and shall be interpreted consistently therewith.. 136199440.19 34 (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i1.704‑2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(41.704‑2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(i)(41.704‑2(i)(4) and 1.704-2(j)(21.704‑2(j)(2). This Section 6.2(b) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirements in Treasury Regulations Regulation Section 1.704-2(i)(41.704‑2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(41.704‑1(b)(2)(ii)(d)(4), (5) or (6), income and gain Profits shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c) paragraph is intended to comply with the qualified income offset requirement in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d1.704‑1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI VIII (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income Profits and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income Profits and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.16.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a6.02 (a) is intended to comply with the “"minimum gain chargeback” " requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b6.02 (b) is intended to comply with the “"minimum gain chargeback” " requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c6.02(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall will be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.18.1: (a) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated, as provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), as an item of Profits (if the adjustment increases the basis of the asset) or Losses (if the adjustment decreases such basis) and such Profits or Losses shall be specially allocated to the Unitholders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations. (b) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Regulation Section 1.704-2(d)(1)) during any Fiscal Taxable Year, each Member Unitholder shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such MemberUnitholder’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a8.2(b) is intended to comply with the “minimum gain chargeback” chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (bc) Member Unitholder Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Unitholder Minimum Gain during any Fiscal Taxable Year, each Member Unitholder that has a share of such Member Nonrecourse Debt Unitholder Minimum Gain shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that MemberUnitholder’s share of the net decrease in Member Nonrecourse Debt Unitholder Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b8.2(c) is intended to comply with the “minimum gain chargeback” chargeback requirements in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (cd) In the event any Member Unitholder unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Profits shall be specially allocated to such Member Unitholder in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c8.2(d) is intended to comply with the qualified income offset requirement in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (aSections 8.2(a), (b8.2(b), 8.2(c) and (c8.2(d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI VIII (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income Profits and Net Losses among Members Unitholders so that, to the extent possible, the net amount of such allocations of Net Income Profits and Net Losses and other items and the Regulatory Allocations to each Member Unitholder shall be equal to the net amount that would have been allocated to such Member Unitholder if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease Losses attributable to partner nonrecourse debt (as defined in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(12(b)(4)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except If there is a net decrease during a Taxable Year in Member Minimum Gain, Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Members in the amounts and of such character as otherwise provided in determined according to Treasury Regulations Section 1.704-2(i)(4). (b) Nonrecourse deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata among the Members in accordance with their Percentage Interests. Except as otherwise provided in Section 4.03(a), if there is a net decrease in Member Nonrecourse Debt the Company Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, for subsequent Fiscal Taxable Years) in an amount equal the amounts and of such character as determined according to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(42(f). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted consistently in a manner consistent therewith. (c) In the event If any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or Distributions Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6)) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, income computed after the application of Sections 5.03(a) and gain 5.03(b) but before the application of any other provision of this Article V, then Profits for such Taxable Year shall be specially allocated to such Member in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possibleDeficit. This Section 6.2(c5.03(c) is intended to comply with the be a qualified income offset requirement provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) If the allocation of Losses to a Member as provided in Section 5.02 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to this Section 5.03(d). (e) Profits and Losses described in Section 5.01(b)(v) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(j) and (m). (f) Simulated Depletion for each Depletable Property and Simulated Loss upon the disposition of a Depletable Property shall be allocated among the Members in proportion to their shares of the Simulated Basis in such property. (g) The allocations set forth in paragraphs (a), (bSection 5.03(a) through and (cincluding Section 5.03(d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1. 704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Article VI (other than V, but subject to the Regulatory Allocations), income, gain, deduction and loss shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Members to be taken into account in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating Net Income other Profit and Net Losses Loss (and such other items of income, gain, deduction and loss) among the Members so that, to the extent possible, that the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations and such special allocations to each such Member is zero. In addition, if in any Taxable Year or other Fiscal Period there is a decrease in Company Minimum Gain, or in Member Minimum Gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, the Members may, if they do not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be equal to the net amount that would have been allocated to applied in such Member instance as if the Regulatory Allocations had it did not occurredcontain such minimum gain chargeback requirement. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1Article VII, and for each Fiscal Year (or portion thereof) ending prior to the Corporate Election Effective Date: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a6.02(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b6.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1.704- 1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c6.02(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) In the event an allocation of Net Loss would cause or increase an Adjusted Capital Account deficit of a Member in a manner that cannot have “substantial economic effect” for federal income tax purposes, as determined in the reasonable judgment of the Board, such Net Loss will, unless otherwise determined by the Board, be allocated among all Members in proportion to their Unit holdings. (e) The allocations set forth in paragraphs (a), (b) ), and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (ef) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall will be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease Partner nonrecourse deductions (as defined in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(11.704- 2(i)(2)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year attributable to partner nonrecourse debt (and, if necessary, subsequent Fiscal Years) as defined in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g1.704- 2(b)(4). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). If there is a net decrease during a Taxable Year in Partner Minimum Gain, Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Partners in the amounts and of such character as determined according to Treasury Regulations Section 1.704- 2(i)(4). This Section 5.03 (a) is intended to be a partner nonrecourse debt minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704- 2(i), and shall be interpreted in a manner consistent therewith. (b) Nonrecourse deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata among the Partners holding outstanding Common Units in accordance with their Percentage Interests. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(45.03(a), if there is a net decrease in Member Nonrecourse Debt the Partnership Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain Partner shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, for subsequent Fiscal Taxable Years) in an amount equal the amounts and of such character as determined according to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(42(f). This Section 5.03 (b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704- 2(f), and shall be interpreted consistently in a manner consistent therewith. . (c) In the event any Member A Partner that unexpectedly receives any adjustmentsan adjustment, allocations allocation or Distributions Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6), ) shall be allocated items of income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the any deficit balance in such Partner’s Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible; provided, that an allocation pursuant to this Section 5.03(c) shall be made only if and to the extent that such Partner would have a deficit Adjusted Capital Account balance after all other allocations provided for in this Article V have been tentatively made as if this Section 5.03(c) were not in this Agreement. This Section 6.2(c5.03(c) is intended to comply with the be a qualified income offset requirement provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) The allocations set forth If the allocation of Losses to a Partner as provided in paragraphs (a)Section 5.02 would create or increase the deficit balance of such Partner’s Adjusted Capital Account, (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations there shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if Partner only that amount of Losses as will not create or increase such deficit balance in the Regulatory Allocations had not occurred. (e) Partner’s Adjusted Capital Account. The Company and Losses that would, absent the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from application of the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubtpreceding sentence, the Company is entitled otherwise be allocated to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss such Partner shall be made allocated to the other Partners who do not have a deficit balance in their Adjusted Capital Account in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.the

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members in accordance with their proportionate Capital Account balances. (d) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (a), (b), (c) and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.18.1: (a) If there is a net decrease in Company Partnership Minimum Gain (determined according to Treasury Regulations Regulation Section 1.704-2(d)(1)) during any Fiscal Taxable Year, each Member Unitholder shall be specially allocated income and gain profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such Member’s Unitholder's share of the net decrease in Company Partnership Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Unitholder Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Unitholder Minimum Gain during any Fiscal Taxable Year, each Member Unitholder that has a share of such Member Nonrecourse Debt Unitholder Minimum Gain shall be specially allocated income and gain profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that Member’s Unitholder's share of the net decrease in Member Nonrecourse Debt Unitholder Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirements in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member Unitholder unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain profits shall be specially allocated to such Member Unitholder in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c) paragraph is intended to comply with the qualified income offset requirement in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI VIII (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income Profits and Net Losses among Members Unitholders so that, to the extent possible, the net amount of such allocations of Net Income Profits and Net Losses and other items and the Regulatory Allocations to each Member Unitholder shall be equal to the net amount that would have been allocated to such Member Unitholder if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.16.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a6.02 (a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b6.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c6.02(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall will be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.18.1: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Regulation Section 1.704-2(d)(11.704‑2(d)(1)) during any Fiscal Taxable Year, each Member shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-2(g1.704‑2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6Regulation Section 1.704‑2(f)(6) and 1.704-2(j)(21.704‑2(j)(2). This Section 6.2(a) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirement in Treasury Regulation Section 1.704-2(f1.704‑2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i1.704‑2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(41.704‑2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(i)(41.704‑2(i)(4) and 1.704-2(j)(21.704‑2(j)(2). This Section 6.2(b) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirements in Treasury Regulations Regulation Section 1.704-2(i)(41.704‑2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(41.704‑1(b)(2)(ii)(d)(4), (5) or (6), income and gain Profits shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c) paragraph is intended to comply with the qualified income offset requirement in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d1.704‑1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI VIII (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income Profits and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income Profits and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a5.02(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members in accordance with their Percentage Interests. (d) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the “qualified income offset offset” requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (a), (b), (c) and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI ARTICLE V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease Partner nonrecourse deductions (as defined in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(12(i)(2)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations attributable to partner nonrecourse debt (as defined in Section 1.704-2(g). The items to be so allocated shall be determined in accordance with 2(b)(4) of the Treasury Regulations Sections 1.704-2(f)(6Regulations) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i)) of the Treasury Regulations. If there is a net decrease during a Taxable Year in Member Minimum Gain, items of Company income and gain for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Members in the amounts and of such character as determined according to Section 1.704-2(i)(4) of the Treasury Regulations. (b) Nonrecourse deductions (as determined according to Section 1.704-2(b)(1) of the Treasury Regulations) for any Taxable Year shall be allocated pro rata among the Members in accordance with their Percentage Interests. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(45.03(a), if there is a net decrease in Member Nonrecourse Debt the Company Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of Company income and gain for such Fiscal Taxable Year (and, if necessary, for subsequent Fiscal Taxable Years) in an amount equal the amounts and of such character as determined according to that Member’s share Section 1.704-2(f) of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)Regulations. This Section 6.2(b5.03(b) is intended to comply be a minimum gain chargeback provision that complies with the “minimum gain chargeback” requirements in Treasury Regulations of Section 1.704-2(i)(42(f) of the Treasury Regulations, and shall be interpreted consistently in a manner consistent therewith. (c) In the event If any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or Distributions Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6)) of the Treasury Regulations has an Adjusted Capital Account Deficit as of the end of any Taxable Year, computed after the application of Sections 5.03(a) and 5.03(b) but before the application of any other provision of this Article V, then items of Company income and gain for such Taxable Year shall be specially allocated to such Member in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possibleDeficit. This Section 6.2(c5.03(c) is intended to comply with the be a qualified income offset requirement provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently in a manner consistent therewith. (d) If the allocation of Losses to a Member as provided in Section 5.02 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to this Section 5.03(d). (e) Profits and Losses described in Section 5.01(b)(v) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Section 1.704-1(b)(2)(iv)(j) and (m) of the Treasury Regulations. (f) The allocations set forth in paragraphs (a), (bSection 5.03(a) through and (cincluding Section 5.03(d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Article VI (other than V, but subject to the Regulatory Allocations), income, gain, deduction and loss shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Members to be taken into account in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating Net Income other Profit and Net Losses Loss (and such other items of income, gain, deduction and loss) among the Members so that, to the extent possible, that the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations and such special allocations to each such Member is zero. In addition, if in any Taxable Year or other Fiscal Period there is a decrease in Company Minimum Gain, or in Member Minimum Gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, the Members may, if they do not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be equal to the net amount that would have been allocated to applied in such Member instance as if the Regulatory Allocations had it did not occurredcontain such minimum gain chargeback requirement. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.5: (aA) Company Minimum Gain Chargeback. If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Taxable Year, each Member shall be specially allocated items of taxable income and or gain for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (bB) Member Nonrecourse Debt Minimum Gain Chargeback. Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income and or gain for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirements in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.16.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain profits for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a6.02 (a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-1.704- 2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b6.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c6.02(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall will be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1B.02: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(aB.03(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(bB.03(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(cB.03(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI Schedule B (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall will be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If Except as otherwise provided in Treasury Regulations Section 1.704-2(f), notwithstanding any other provision of this Section 5.03, if there is a net decrease in the Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Taxable Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Taxable Year (and, if necessary, for subsequent Fiscal Taxable Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). 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) and 1.704-2(j)(2). This Section 6.2(a5.03(a) is intended to comply with the “minimum gain chargeback” requirement as described in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently in a manner consistent therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Section 5.03, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Taxable Year, each Member that who has a share of such the 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 Taxable Year (and, if necessary, for subsequent Fiscal Taxable Years) in an amount equal to that such Member’s share shares of the net decrease in Member Nonrecourse Debt Minimum GainDebt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Items Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant to this paragraph thereto. The items so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.03(b) is intended to comply with the “partner minimum gain chargeback” requirements as described in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently in a manner consistent therewith. (c) In the event If any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or Distributions Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, computed after the application of Section 5.03(a) and Section 5.03(b) but before the application of any other provision of this Section 5.03(c), then items of Company income and gain for such Taxable Year shall be specially allocated to such Member in an amount and manner sufficient to eliminate eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions of the Member as quickly as possible, provided, that an allocation pursuant to this Section 5.03(c) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 5.03 have been tentatively made as if this Section 5.03(c) were not in the Agreement. This Section 6.2(c5.03(c) is intended to comply with the be a qualified income offset requirement provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) In the event any Member has an Adjusted Capital Account Deficit at the end of any Taxable Year, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 5.03(d) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 5.03 have been tentatively made as if Section 5.03(c) and this Section 5.03(d) were not in the Agreement. (e) If the allocation of Losses to a Member as provided in Section 5.02 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to this Section 5.03(e). (f) Nonrecourse Deductions for any Taxable Year shall be allocated pro rata among the Members in accordance with their Percentage Interests. (g) Any Member Nonrecourse Deductions for any Taxable Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)(1). (h) Profits and Losses described in Section 5.01(b)(vi) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m). (i) The allocations set forth in paragraphs (a), (bSection 5.03(a) through and (cincluding Section 5.03(h) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Article VI (other than V, but subject to the Regulatory Allocations), income, gain, deduction and loss shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Members to be taken into account in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating Net Income other Profit and Net Losses Loss (and such other items of income, gain, deduction and loss) among the Members so that, to the extent possible, that the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations and such special allocations to each such Member is zero. In addition, if in any Taxable Year or other Fiscal Period there is a decrease in Company Minimum Gain, or in Member Minimum Gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, the Members may, if they do not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be equal to the net amount that would have been allocated to applied in such Member instance as if the Regulatory Allocations had it did not occurredcontain such minimum gain chargeback requirement. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.1: (a) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated, as provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), as an item of Profits (if the adjustment increases the basis of the asset) or Losses (if the adjustment decreases such basis) and such Profits or Losses 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 such Section of the Treasury Regulations. (b) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Regulation Section 1.704-2(d)(1)) during any Fiscal Taxable Year, each Member shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (bc) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirements in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (cd) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Profits shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c) paragraph is intended to comply with the qualified income offset requirement in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (a), (b), (c) and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI 5 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income Profits and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income Profits and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members in accordance with their Membership Interests. (d) In the event any Member unexpectedly receives any adjustments, allocations allocations, or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations allocations, or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the “qualified income offset offset” requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (aSection 5.02(a), (b) Section 5.02(b), Section 5.02(c), and (cSection 5.02(d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI ARTICLE V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.16.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 6.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b6.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c6.02(c) is intended to comply with the “qualified income offset offset” requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b), (c) and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article ARTICLE VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease Partner nonrecourse deductions (as defined in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(12(i)(2)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year attributable to partner nonrecourse debt (and, if necessary, subsequent Fiscal Years) as defined in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g2(b)(4). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except If there is a net decrease during a Taxable Year in Partner Minimum Gain, Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Partners in the amounts and of such character as otherwise provided in determined according to Treasury Regulations Section 1.704-2(i)(4). (b) Nonrecourse deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata among the Partners in accordance with each Partner’s interest in the Partnership as determined by the General Partner in its reasonable discretion. Except as otherwise provided in Section 5.03(a), if there is a net decrease in Member Nonrecourse Debt the Partnership Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain Partner shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, for subsequent Fiscal Taxable Years) in an amount equal the amounts and of such character as determined according to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(42(f). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted consistently in a manner consistent therewith. (c) In the event If any Member Partner that unexpectedly receives any adjustmentsan adjustment, allocations allocation or Distributions Distribution described in Treasury Regulations Section Sections 1.704-1(b)(2)(ii)(d)(4), (5) or and (6), income and gain shall be specially allocated to such Member in ) has an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by as of the end of any Taxable Year, computed after the application of Section 5.03(a) and Section 5.03(b) but before the application of any other provision of this Article V, then Profits for such adjustmentsTaxable Year shall be allocated to such Partner in proportion to, allocations or Distributions as quickly as possibleand to the extent of, such Adjusted Capital Account Deficit. This Section 6.2(c5.03(c) is intended to comply with the be a qualified income offset requirement provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) If the allocation of Losses to a Partner would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Partner only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Partner shall be allocated to the other Partners in accordance with their respective interests in the Partnership as determined by the General Partner in its reasonable discretion. (e) Profits and Xxxxxx described in clause (e) of the definition of Profits and Losses shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(j) and (m). (f) The allocations set forth in paragraphs (a), (bSection 5.03(a) through and (cincluding Section 5.03(e) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Partners intend to allocate Profit and Loss of the Partnership or make Distributions. Accordingly, notwithstanding the other provisions of this Article VI (other than V, but subject to the Regulatory Allocations), income, gain, deduction and loss shall be reallocated among the Partners so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Partners to be taken into account in allocating Net Income the amounts (or as close thereto as possible) that they would have been if Profit and Net Losses among Members so thatLoss (and such other items of income, gain, deduction and loss) had been allocated without reference to the extent possibleRegulatory Allocations. In general, the Partners anticipate that the foregoing will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction and loss) among the Partners so that the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations and such special allocations to each Member such Partner is zero. In addition, if in any Taxable Year or other Fiscal Period there is a decrease in Partnership Minimum Gain, or in Partner Minimum Gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Partners, the Partners may, if they do not expect that the Partnership will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be equal to the net amount that would have been allocated to applied in such Member instance as if the Regulatory Allocations had it did not occurredcontain such minimum gain chargeback requirement. (eg) The Company Notwithstanding any other provision of this Agreement, Profits (and if necessary items of gross income or gain) for any Taxable Year or other Fiscal Period shall be allocated to each Series A Preferred Unitholder up to the amount of any Series A Quarterly Distribution that is paid in cash, and any such Distribution shall not be treated, for U.S. federal income tax purposes, as a guaranteed payment for the use of capital pursuant to Section 707(c) of the Code. (h) Items of income, gain, loss, expense or credit resulting from a Covered Audit Adjustment shall be allocated to the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidancethe applicable provisions of the Partnership Tax Audit Rules.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease Partner nonrecourse deductions (as defined in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(12(i)(2)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year attributable to partner nonrecourse debt (and, if necessary, subsequent Fiscal Years) as defined in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g2(b)(4). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except If there is a net decrease during a Taxable Year in Partner Minimum Gain, Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Partners in the amounts and of such character as otherwise provided in determined according to Treasury Regulations Section 1.704-2(i)(4). (b) Nonrecourse deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata among the Partners in accordance with their Percentage Interests. Except as otherwise provided in Section 5.03(a), if there is a net decrease in Member Nonrecourse Debt the Partnership Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain Partner shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, for subsequent Fiscal Taxable Years) in an amount equal the amounts and of such character as determined according to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(42(f). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted consistently in a manner consistent therewith. (c) In the event If any Member Partner that unexpectedly receives any adjustmentsan adjustment, allocations allocation or Distributions Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6), income and gain shall be specially allocated to such Member in ) has an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by as of the end of any Taxable Year, computed after the application of Sections 5.03(a) and 5.03(b) but before the application of any other provision of this Article V, then Profits for such adjustmentsTaxable Year shall be allocated to such Partner in proportion to, allocations or Distributions as quickly as possibleand to the extent of, such Adjusted Capital Account Deficit. This Section 6.2(c5.03(c) is intended to comply with the be a qualified income offset requirement provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) If the allocation of Losses to a Partner as provided in Section 5.02 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Partner only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Partner shall be allocated to the other Partners in accordance with their relative Percentage Interests, subject to this Section 5.03(d). (e) Profits and Losses described in Section 5.01(b)(v) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(j) and (m). (f) Simulated Depletion for each Depletable Property and Simulated Loss upon the disposition of a Depletable Property shall be allocated among the Partners in proportion to their shares of the Simulated Basis in such property. (g) The allocations set forth in paragraphs (a), (bSection 5.03(a) through and (cincluding Section 5.03(d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Partners intend to allocate Profit and Loss of the Partnership or make Distributions. Accordingly, notwithstanding the other provisions of this Article VI (other than V, but subject to the Regulatory Allocations), income, gain, deduction and loss shall be reallocated among the Partners so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Partners to be taken into account in allocating Net Income the amounts (or as close thereto as possible) they would have been if Profit and Net Losses among Members so thatLoss (and such other items of income, gain, deduction and loss) had been allocated without reference to the extent possibleRegulatory Allocations. In general, the Partners anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction and loss) among the Partners so that the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations and such special allocations to each Member such Partner is zero. In addition, if in any Taxable Year or other Fiscal Period there is a decrease in Partnership Minimum Gain, or in Partner Minimum Gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Partners, the Partners may, if they do not expect that the Partnership will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be equal to the net amount that would have been allocated to applied in such Member instance as if the Regulatory Allocations had it did not occurredcontain such minimum gain chargeback requirement. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.16.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a6.02(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b6.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(41(b)(2)(ii) (d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c6.02(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (aSection 6.02(a), (b) Section 6.02(b), and (cSection 6.02(c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Regulations Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall will be made in accordance with Proposed Treasury Regulation Regulations Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If Except as set forth in Treasury Regulations Section l.704-2(f)(2),(3),(4) and (5), if, during any Fiscal Year, there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal YearGain, each Member Member, prior to any other allocation pursuant to this Article V, shall be specially allocated items of gross income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such that Member’s share of the net decrease in of Company Minimum Gain, determined computed in accordance with Treasury Regulations Section 1.704l.704-2(g). The items Allocations of gross income and gain pursuant to be so allocated this Section 5.02(a) shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) made first from gain recognized from the disposition of Company assets subject to Nonrecourse Liabilities to the extent of the Company Minimum Gain attributable to those assets, and 1.704-2(j)(2)thereafter, from a pro rata portion of the Company’s other items of income and gain for the taxable year. This Section 6.2(a5.02(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704l.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704l.704-2(i). Except Notwithstanding any other provision of this Section 5.02(b). except as otherwise provided in Treasury Regulations Section 1.704l.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) ), in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704l.704-2(i)(4) and 1.704-2(j)(220)(2). This Section 6.2(b5.02(b) is intended to comply with the “chargeback of partner nonrecourse debt minimum gain chargebackgain” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In Nonrecourse Deductions shall be allocated to the event Members in accordance with the Member’s Percentage Interests. Solely for the purposes of determining the Member’s proportionate shares of the “excess non-recourse liabilities” of the Company within the meaning of Treasury Regulations, Section l.752-3(a)(3), the Members’ interest in the profits of the Company are the same as the Members’ Percentage Interests. (d) No Member shall be allocated Net Losses or deductions if the allocation (i) causes a Member to have an Adjusted Capital Account Deficit or (ii) increases a Member’s Adjusted Capital Account Deficit. If a Member receives an allocation of Net Loss or deduction (or item thereof), or any distribution, which causes the Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year, all items of income and gain of the Company (consisting of a pro rata portion of each item of Company income, including gross income and gain) for that Fiscal Year shall be allocated to that Member before any other allocation is made of Company items for that taxable year, in the amount and proportion required to eliminate the deficit as quickly as possible. A Member who unexpectedly receives any adjustmentsan adjustment, allocations allocation, or Distributions distribution described in (4), (5), or (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (51(b)(2)(ii)(d) or (6), will be allocated items of income and gain shall be specially allocated to (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such Member year) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions deficit balance as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) To the extent an adjustment to the tax basis of any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section l.704- l(b)(2)(iv)(m), to be taken into account in determining 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 such 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 Treasury Regulations. (f) The allocations set forth in paragraphs (a), (b) ), (c), (d), and (ce) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.1: (a) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated, as provided in Treasury Regulation Section 1.704-1 (b)(2)(iv)(m), as an item of Profits (if the adjustment increases the basis of the asset) or Losses (if the adjustment decreases such basis) and such Profits or Losses 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 such Section of the Treasury Regulations. (b) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Regulation Section 1.704-2(d)(12(d)(l)) during any Fiscal Taxable Year, each Member shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (bc) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirements in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (cd) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4l(b)(2)(ii)(d)(4), (5) or (6), income and gain Profits shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c) paragraph is intended to comply with the qualified income offset requirement in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(dl(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (a), (b), (c) and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI 4 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income Profits and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income Profits and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “"minimum gain chargeback” " requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “"minimum gain chargeback” " requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members in accordance with their Membership Interests. (d) In the event any Member unexpectedly receives any adjustments, allocations allocations, or Distributions distributions described in Treasury Regulations Section 1.704-1.704- 1(b)(2)(ii)(d)(4), (5) ), or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations allocations, or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the "qualified income offset offset" requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (aSection 5.02(a), (b) Section 5.02(b), Section 5.02(c), and (cSection 5.02(d) above (the “"Regulatory Allocations”") are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI ARTICLE V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.16.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a6.02(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b6.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c6.02(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) In the event any Member has a deficit Capital Account at the end of any Fiscal Year that is in excess of the sum of the amount such Member is 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, that an allocation pursuant to this Section 6.02(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.02(c) and this Section 6.02(d) were not in this Agreement. (e) 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 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 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 Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (f) Losses allocated pursuant to Section 6.01 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 6.01 hereof, the limitation set forth in this Section 6.02(f) shall be applied on a Member-by-Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members in accordance with the positive balances in such Members’ Capital Accounts so as to allocate the maximum permissible Losses to each Member under Treasury Regulations Section 1.704-1(b)(2)(ii)(d). (g) The allocations set forth in paragraphs (a), (b), (c), (d), (e) and (cf) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (eh) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Regulations Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall will be made in accordance with Proposed Treasury Regulation Regulations Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.18.1: (a) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated, as provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), as an item of Profit (if the adjustment increases the basis of the asset) or Loss (if the adjustment decreases such basis) and such Profit 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 such Section of the Treasury Regulations. (b) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Regulation Section 1.704-2(d)(1)) during any Fiscal Taxable Year, each Member shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections Regulation Section 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (bc) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections Regulation Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirements in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (cd) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Profits shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible, provided that an allocation pursuant to this Section 8.2(d) shall be made if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made as if this Section 8.2(d) were not a term of this Agreement. This Section 6.2(c) paragraph is intended to comply with the qualified income offset requirement in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) If any Member has an Adjusted Capital Account Deficit at the end of any Taxable Year, each such Member shall be specially allocated Profits in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 8.2(e) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit in excess of such sum after all other allocations provided for in this Article VIII have been made as if Section 8.2(d) above and this Section 8.2(e) were not in this Agreement. (f) The allocations set forth in paragraphs (a), (b), (c), (d) and (ce) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI VIII (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income Profits and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income Profits and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1:6.3(a): (ai) If there is a net decrease in Company Minimum Gain (determined according to in accordance with Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a6.3(b) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (bii) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Company Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b6.3(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (ciii) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c6.3(b) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (div) The allocations set forth in paragraphs (ai), (bii) and (ciii) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (ev) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) could result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall will be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members in accordance with their Membership Interests. (d) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (a), (b), (c) and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI ARTICLE V (other than the Regulatory Allocations), the Regulatory Allocations under paragraph (d) above shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.18.1: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Regulation Section 1.704-2(d)(1)) during any Fiscal Taxable Year, each Member Unitholder shall be specially allocated income and gain profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such MemberUnitholder’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Unitholder Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Unitholder Minimum Gain during any Fiscal Taxable Year, each Member Unitholder that has a share of such Member Nonrecourse Debt Unitholder Minimum Gain shall be specially allocated income and gain profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that MemberUnitholder’s share of the net decrease in Member Nonrecourse Debt Unitholder Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirements in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member Unitholder unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain profits shall be specially allocated to such Member Unitholder in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c) paragraph is intended to comply with the qualified income offset requirement in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI VIII (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income Profits and Net Losses among Members Unitholders so that, to the extent possible, the net amount of such allocations of Net Income Profits and Net Losses and other items and the Regulatory Allocations to each Member Unitholder shall be equal to the net amount that would have been allocated to such Member Unitholder if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Regulations Section 1.7041. 704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.18.1: (a) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated, as provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), as an item of Profit (if the adjustment increases the basis of the asset) or Loss (if the adjustment decreases such basis) and such Profit 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 such Section of the Treasury Regulations. (b) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Regulation Section 1.704-2(d)(1)) during any Fiscal Taxable Year, each Member shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections Regulation Section 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (bc) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections Regulation Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirements in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (cd) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Profits shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c) paragraph is intended to comply with the qualified income offset requirement in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) If, as a result of an exercise of a Noncompensatory Option, a Capital Account reallocation is required under Treasury Regulation Section 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). (f) Nonrecourse Deductions for any Taxable Year or other period shall be specially allocated among the Members in proportion to their Percentage Interest in the Company. (g) The allocations set forth in paragraphs (a), (b) and (c) this Section above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI VIII (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income Profits and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income Profits and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.16.01: (a) Company Liability Deductions shall be allocated to the Members in proportion to the number of Common Units held by each Member. If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-1.704- 2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a6.02 (a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b6.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c6.02(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewithwith such regulation. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewithwith such regulation. (c) Nonrecourse Deductions shall be allocated to the Members in accordance with their Units or as may be provided for in the Special Capital Accounts. (d) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4l(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the “qualified income offset offset” requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewithwith such regulation. (de) The allocations set forth in paragraphs (a5.02(a), (b), (c) and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI Section 5 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.16.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a6.02(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b6.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c6.02(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (aSection 6.02(a), (bSection 6.02(b) and (cSection 6.02(c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article ARTICLE VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Regulations Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall will be made in accordance with Proposed Treasury Regulation Regulations Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease Losses attributable to partner nonrecourse debt (as defined in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(12(b)(4)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i) to the Member that bears the economic risk of loss (within the meaning of Regulations § 1.752-2). If there is a net decrease during a Taxable Year or other Fiscal Period in Member Minimum Gain, items of income and gain for such Taxable Year or other Fiscal Period (and, if necessary, for subsequent Taxable Years or other Fiscal Periods) shall be allocated to the Members in the amounts and of such character as determined according to Treasury Regulations Section 1.704-2(i)(4). (b) Nonrecourse deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1)) for any Taxable Year or other Fiscal Period shall be allocated pro rata among the Members in accordance with their Percentage Interests. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(45.03(a), if there is a net decrease in Member Nonrecourse Debt the Company Minimum Gain during any Taxable Year or other Fiscal YearPeriod, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of income and gain for such Taxable Year or other Fiscal Year Period (and, if necessary, for subsequent Taxable Years or other Fiscal YearsPeriods) in an amount equal the amounts and of such character as determined according to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(42(f). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted consistently in a manner consistent therewith. (c) In the event If any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or Distributions Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6)) has an Adjusted Capital Account Deficit as of the end of any Taxable Year or other Fiscal Period, computed after the application of Sections 5.03(a) and 5.03(b) but before the application of any other provision of this Article V, then items of income and gain for such Taxable Year or other Fiscal Period shall be specially allocated to such Member in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possibleDeficit. This Section 6.2(c5.03(c) is intended to comply with the be a qualified income offset requirement provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) In the event that any Member has an Adjusted Capital Account Deficit at the end of any Taxable Year or other Fiscal Period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided, however, that an allocation pursuant to this Section 5.03(d) 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 Section 5.03(c) and this Section 5.03(d) were not in this Agreement. (e) If the allocation of Losses to a Member as provided in Section 5.02 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to this Section 5.03(e). (f) Profits and Losses described in Section 5.01(b)(v) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704 1(b)(2)(iv)(j) and (m). (g) Simulated Depletion for each Depletable Property and Simulated Loss upon the disposition of a Depletable Property shall be allocated among the Members in proportion to their shares of the Simulated Basis in such Depletable Property. (h) The allocations set forth in paragraphs (a), (bSection 5.03(a) through and (cincluding Section 5.03(f) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or have the Company make Distributions. Accordingly, notwithstanding the other provisions of this Article VI (other than V, but subject to the Regulatory Allocations), income, gain, deduction and loss shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Members to be taken into account in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating Net Income other Profit and Net Losses Loss (and such other items of income, gain, deduction and loss) among the Members so that, to the extent possible, that the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations and such special allocations to each such Member is zero. In addition, if in any Taxable Year or other Fiscal Period there is a decrease in Company Minimum Gain, or in Member Minimum Gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, the Members may, if they do not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be equal to the net amount that would have been allocated to applied in such Member instance as if the Regulatory Allocations had it did not occurredcontain such minimum gain chargeback requirement. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members in accordance with their Membership Interests. (d) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the “qualified income offset offset” requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (aSection 5.02(a), (bSection 5.02(b), Section 5.02(c) and (cSection 5.02(d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “"minimum gain chargeback” " requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “"minimum gain chargeback” " requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members in accordance with their Membership Interests. (d) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (a), (b), (c) and (cd) above (the “"Regulatory Allocations”") are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease Partner nonrecourse deductions (as defined in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(12(i)(2)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year attributable to partner nonrecourse debt (and, if necessary, subsequent Fiscal Years) as defined in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g2(b)(4). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except If there is a net decrease during a Taxable Year in Partner Minimum Gain, Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Partners in the amounts and of such character as otherwise provided in determined according to Treasury Regulations Section 1.704-2(i)(4). (b) Nonrecourse deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata among the Partners in accordance with each Partner’s interest in the Partnership as determined by the General Partner in its reasonable discretion. Except as otherwise provided in Section 5.03(a), if there is a net decrease in Member Nonrecourse Debt the Partnership Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain Partner shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, for subsequent Fiscal Taxable Years) in an amount equal the amounts and of such character as determined according to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(42(f). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted consistently in a manner consistent therewith. (c) In the event If any Member Partner that unexpectedly receives any adjustmentsan adjustment, allocations allocation or Distributions Distribution described in Treasury Regulations Section Sections 1.704-1(b)(2)(ii)(d)(4), (5) or and (6), income and gain shall be specially allocated to such Member in ) has an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by as of the end of any Taxable Year, computed after the application of Sections 5.03(a) and 5.03(b) but before the application of any other provision of this Article V, then Profits for such adjustmentsTaxable Year shall be allocated to such Partner in proportion to, allocations or Distributions as quickly as possibleand to the extent of, such Adjusted Capital Account Deficit. This Section 6.2(c5.03(c) is intended to comply with the be a qualified income offset requirement provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) If the allocation of Losses to a Partner would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Partner only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Partner shall be allocated to the other Partners in accordance with their respective interests in the Partnership as determined by the General Partner in its reasonable discretion. (e) Profits and Losses described in clause (e) of the definition of Profits and Losses shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(j) and (m). (f) The allocations set forth in paragraphs (a), (bSection 5.03(a) through and (cincluding Section 5.03(d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Partners intend to allocate Profit and Loss of the Partnership or make Distributions. Accordingly, notwithstanding the other provisions of this Article VI (other than V, but subject to the Regulatory Allocations), income, gain, deduction and loss shall be reallocated among the Partners so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Partners to be taken into account in allocating Net Income the amounts (or as close thereto as possible) that they would have been if Profit and Net Losses among Members so thatLoss (and such other items of income, gain, deduction and loss) had been allocated without reference to the extent possibleRegulatory Allocations. In general, the Partners anticipate that the foregoing will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction and loss) among the Partners so that the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations and such special allocations to each Member such Partner is zero. In addition, if in any Taxable Year or other Fiscal Period there is a decrease in Partnership Minimum Gain, or in Partner Minimum Gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Partners, the Partners may, if they do not expect that the Partnership will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be equal to the net amount that would have been allocated to applied in such Member instance as if the Regulatory Allocations had it did not occurredcontain such minimum gain chargeback requirement. (eg) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations Notwithstanding any other provision of Net Income and Net Loss provided for in this Agreement. For the avoidance , Profits (and if necessary items of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final gross income or temporary guidance, allocations of Net Income and Net Loss gain) for any Taxable Year or other Fiscal Period shall be made allocated to each Series A Preferred Unitholder up to the amount of any Series A Quarterly Distribution that is paid in accordance with Proposed Treasury Regulation cash, and any such Distribution shall not be treated, for U.S. federal income tax purposes, as a guaranteed payment for the use of capital pursuant to Section 1.704-1(b)(4)(xii)(c707(c) or any successor provision or guidanceof the Code.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.18.1: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Regulation Section 1.704-2(d)(1)) during any Fiscal Taxable Year, each Member shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections Regulation Section 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.7041. 704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirements in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Profits shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c) paragraph is intended to comply with the qualified income offset requirement in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI VIII (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income Profits and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income Profits and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members in accordance with their Membership Interests. (d) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (a), (b), (c) and (cd) above (the “”Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions ---------------------------------- of Section 6.15.1: (a) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated, as provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), as an item of Profits (if the adjustment increases the basis of the asset) or Losses (if the adjustment decreases such basis) and such Profits or Losses 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 such Section of the Treasury Regulations. (b) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Regulation Section 1.704-2(d)(1)) during any Fiscal Taxable Year, each Member shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.1.704- (bc) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(22(j). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.16.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a6.02 (a) is intended to comply with the “"minimum gain chargeback” " requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b6.02(b) is intended to comply with the “"minimum gain chargeback” " requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c6.02(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “"Regulatory Allocations”") are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.16.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a6.02(a) is intended to comply with the “"minimum gain chargeback” " requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b6.02(b) is intended to comply with the “"minimum gain chargeback” " requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations allocations, or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations allocations, or Distributions distributions as quickly as possible. This Section 6.2(c6.02(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (aSection 6.02(a), (bSection 6.02(b), and Section 6.02(c) and (c) above (the “"Regulatory Allocations”") are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article ARTICLE VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.16.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(62(1)(6) and 1.704-2(j)(2). This Section 6.2(a) 6.02 is intended to comply with the “"minimum gain chargeback” " requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b6.02(b) is intended to comply with the “"minimum gain chargeback” " requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations allocations, or Distributions as quickly as possible. This Section 6.2(c6.02(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) In the event any Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year, each Member shall be specially allocated items of Company gross income and gain to eliminate such deficit as quickly as possible; provided, that an allocation pursuant to this Section 6.02(d) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after accounting for all other allocations pursuant to this ARTICLE VI other than Sections 6.02(c) and 6.02(d) (e) The allocations set forth in paragraphs (aSections 6.02(a), (b6.02(b), 6.02(c), and 6.02(d) and (c) above (the “Regulatory Allocations”") are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article ARTICLE VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.18.1: (a) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated, as provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), as an item of Profit (if the adjustment increases the basis of the asset) or Loss (if the adjustment decreases such basis) and such Profit 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 such Section of the Treasury Regulations. (b) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Regulation Section 1.704-2(d)(1)) during any Fiscal Taxable Year, each Member shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-1.704 2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6Regulation Section 1.704—2(f)(6) and 1.704-1.704 2(j)(2). This Section 6.2(a) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirement in Treasury Regulation Section 1.704-2(f1.704—2(f) and shall be interpreted consistently therewith. (bc) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections Regulation Section 1.704-2(i)(4) and 1.704-1.704 2(j)(2). This Section 6.2(b) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirements in Treasury Regulations Regulation Section 1.704-2(i)(41.704—2(i)(4) and shall be interpreted consistently therewith. (cd) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Profits shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c) paragraph is intended to comply with the qualified income offset requirement in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) If, as a result of an exercise of a Noncompensatory Option, a Capital Account reallocation is required under Treasury Regulation Section 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). (f) Nonrecourse Deductions for any Taxable Year or other period shall be specially allocated among the Members in proportion to their Percentage Interest in the Company. (g) The allocations set forth in paragraphs (a), (b) and (c) this Section above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI VIII (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income Profits and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income Profits and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding The following allocations shall be made prior to the provisions of allocations set forth in Section 6.16.01 and in the following order and priority: (a) If Except as otherwise provided in Treasury Regulations Section1.704-2(0, notwithstanding any other provision of this Article VI, if there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(11.7042(d)(1)) during any Fiscal YearPeriod, each Member shall be specially allocated items of income and gain for such Fiscal Year Period (and, if necessary, subsequent Fiscal YearsPeriods) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(61.7042(f)(6) and 1.704-2(j)(2). This Section 6.2(a6.02 (a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(41.7042(i)(4), notwithstanding any other provisions of this Article VI, if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal YearPeriod, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of income and gain for such Fiscal Year Period (and, if necessary, subsequent Fiscal YearsPeriods) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(21.7042(j)(2). This Section 6.2(b6.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1.704- 1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c6.02(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) Any Member Nonrecourse Deductions for any Fiscal Period shall be 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). (e) Nonrecourse deductions for any Fiscal Period shall be allocated to each Member in accordance with the relative number of Units held by such Member. (f) To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required pursuant to Treasury 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 a Member in complete liquidation of its 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 such Company Asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated (i) to the Members in accordance with their respective interests in the Company, if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or (ii) to the Member to which such distribution was made, if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (g) The allocations set forth in Section 6.01(b) and paragraphs (a), (b), (c), (d), (e) and (cf) above of this Section 6.02 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. It is the intent of the Members that, to the extent possible, all Regulatory Allocations will be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 6.02(g). Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations Board shall be taken into account make such offsetting special allocations of Company income, gain, loss or deduction in allocating Net Income and Net Losses among Members whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that Capital Account balance such Member would have been allocated to such Member had if the Regulatory Allocations had were not occurredpart of this Agreement and all Company items were allocated pursuant to this Article VI without the Regulatory Allocations. (eh) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall will be made in accordance with Proposed Treasury Regulation Regulations Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members in accordance with their Membership Interests. (d) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (a), (b), (c) and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.16.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a6.02(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b6.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c6.02(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Regulations Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall will be made in accordance with Proposed Treasury Regulation Regulations Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance. (f) If the Company from time to time holds municipal bonds or other securities and receives from such securities interest payments that are exempt from federal or state income taxes, any such interest payments shall be allocated first, and solely, to Preferred Members to the extent of Net Income allocable to the Preferred Members.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease Losses attributable to partner nonrecourse debt (as defined in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(12(b)(4)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except If there is a net decrease during a Taxable Year or other Fiscal Period in Member Minimum Gain, items of income and gain for such Taxable Year or other Fiscal Period (and, if necessary, for subsequent Taxable Years or other Fiscal Periods) shall be allocated to the Members in the amounts and of such character as otherwise provided in determined according to Treasury Regulations Section 1.704-2(i)(4). (b) Nonrecourse deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1)) for any Taxable Year or other Fiscal Period shall be allocated pro rata among the Members in accordance with their Percentage Interests. Except as otherwise provided in Section 5.03(a), if there is a net decrease in Member Nonrecourse Debt the Company Minimum Gain during any Taxable Year or other Fiscal YearPeriod, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of income and gain for such Taxable Year or other Fiscal Year Period (and, if necessary, for subsequent Taxable Years or other Fiscal YearsPeriods) in an amount equal the amounts and of such character as determined according to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(42(f). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted consistently in a manner consistent therewith. (c) In the event If any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or Distributions Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6)) has an Adjusted Capital Account Deficit as of the end of any Taxable Year or other Fiscal Period, computed after the application of Sections 5.03(a) and 5.03(b) but before the application of any other provision of this Article V, then items of income and gain for such Taxable Year or other Fiscal Period shall be specially allocated to such Member in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possibleDeficit. This Section 6.2(c5.03(c) is intended to comply with the be a qualified income offset requirement provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) In the event that any Member has an Adjusted Capital Account Deficit at the end of any Taxable Year or other Fiscal Period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided, however, that an allocation pursuant to this Section 5.03(d) 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 Section 5.03(c) and this Section 5.03(d) were not in this Agreement. (e) If the allocation of Losses to a Member as provided in Section 5.02 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to this Section 5.03(e). (f) Simulated Depletion for each Depletable Property and Simulated Loss upon the disposition of a Depletable Property shall be allocated among the Members in proportion to their shares of the Simulated Basis in such Depletable Property. (g) The allocations set forth in paragraphs (a), (bSection 5.03(a) through and (cincluding Section 5.03(e) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or have the Company make Distributions. Accordingly, notwithstanding the other provisions of this Article VI (other than V, but subject to the Regulatory Allocations), income, gain, deduction and loss shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Members to be taken into account in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating Net Income other Profit and Net Losses Loss (and such other items of income, gain, deduction and loss) among the Members so that, to the extent possible, that the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations and such special allocations to each such Member is zero. In addition, if in any Taxable Year or other Fiscal Period there is a decrease in Company Minimum Gain, or in Member Minimum Gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, the Members may, if they do not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be equal to the net amount that would have been allocated to applied in such Member instance as if the Regulatory Allocations had it did not occurredcontain such minimum gain chargeback requirement. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1A.2: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-1.704- 2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-1.704- 2(f)(6) and 1.704-2(j)(2). This Section 6.2(aA.3(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(bA.3(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(cA.3(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1.704- 1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI Exhibit A (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses Loss among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses Loss and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall will be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidanceguidance as may be reasonably determined by the Manager.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “"minimum gain chargeback” " requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “"minimum gain chargeback” " requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members in accordance with their Membership Interests. (d) In the event any Member unexpectedly receives any adjustments, allocations allocations, or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations allocations, or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the "qualified income offset offset" requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (aSection 5.02(a), (b) Section 5.02(b), Section 5.02(c), and (cSection 5.02(d) above (the “"Regulatory Allocations”") are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI ARTICLE V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.16.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a6.02(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b6.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c6.02(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall will be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.18.1: (a) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated, as provided in Treasury Regulation Section 1.704‑1(b)(2)(iv)(m), as an item of Profit (if the adjustment increases the basis of the asset) or Loss (if the adjustment decreases such basis) and such Profit 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 such Section of the Treasury Regulations. (b) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Regulation Section 1.704-2(d)(11.704‑2(d)(1)) during any Fiscal Taxable Year, each Member shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-2(g1.704‑2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6Regulation Section 1.704‑2(f)(6) and 1.704-2(j)(21.704‑2(j)(2). This Section 6.2(a) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirement in Treasury Regulation Section 1.704-2(f1.704‑2(f) and shall be interpreted consistently therewith. (bc) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i1.704‑2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(41.704‑2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4Regulation Section 1.704‑2(i)(4) and 1.704-2(j)(21.704‑2(j)(2). This Section 6.2(b) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirements in Treasury Regulations Regulation Section 1.704-2(i)(41.704‑2(i)(4) and shall be interpreted consistently therewith. (cd) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(41.704‑1(b)(2)(ii)(d)(4), (5) or (6), income and gain Profits shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible, provided that an allocation pursuant to this Section 8.2(d) shall be made if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made as if this Section 8.2(d) were not a term of this Agreement. This Section 6.2(c) paragraph is intended to comply with the qualified income offset requirement in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d1.704‑1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) If any Member has an Adjusted Capital Account Deficit at the end of any Taxable Year, each such Member shall be specially allocated Profits in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 8.2(e) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit in excess of such sum after all other allocations provided for in this Article VIII have been made as if Section 8.2(d) above and this Section 8.2(e) were not in this Agreement. (f) The allocations set forth in paragraphs (a), (b), (c), (d) and (ce) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI VIII (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income Profits and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income Profits and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease Losses attributable to partner nonrecourse debt (as defined in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(12(b)(4)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except If there is a net decrease during a Taxable Year or other Fiscal Period in Member Minimum Gain, Profits for such Taxable Year or other Fiscal Period (and, if necessary, for subsequent Taxable Years or other Fiscal Periods) shall be allocated to the Members in the amounts and of such character as otherwise provided in determined according to Treasury Regulations Section 1.704-2(i)(4). (b) Nonrecourse deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1)) for any Taxable Year or other Fiscal Period shall be allocated pro rata among the Members in accordance with their Percentage Interests. Except as otherwise provided in Section 4.03(a), if there is a net decrease in Member Nonrecourse Debt the Company Minimum Gain during any Taxable Year or other Fiscal YearPeriod, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Profits for such Taxable Year or other Fiscal Year Period (and, if necessary, for subsequent Taxable Years or other Fiscal YearsPeriods) in an amount equal the amounts and of such character as determined according to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(42(f). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted consistently in a manner consistent therewith. (c) In the event If any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or Distributions Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6)) has an Adjusted Capital Account Deficit as of the end of any Taxable Year or other Fiscal Period, income computed after the application of Sections 5.03(a) and gain 5.03(b) but before the application of any other provision of this Article V, then Profits for such Taxable Year or other Fiscal Period shall be specially allocated to such Member in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possibleDeficit. This Section 6.2(c5.03(c) is intended to comply with the be a qualified income offset requirement provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) If the allocation of Losses to a Member as provided in Section 5.02 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to this Section 5.03(d). (e) Profits and Losses described in Section 5.01(b)(v) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(j) and (m). (f) The allocations set forth in paragraphs (a), (bSection 5.03(a) through and (cincluding Section 5.03(d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Article VI (other than V, but subject to the Regulatory Allocations), income, gain, deduction and loss shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Members to be taken into account in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating Net Income other Profit and Net Losses Loss (and such other items of income, gain, deduction and loss) among the Members so that, to the extent possible, that the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations and such special allocations to each such Member is zero. In addition, if in any Taxable Year or other Fiscal Period there is a decrease in Company Minimum Gain, or in Member Minimum Gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, the Members may, if they do not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be equal to the net amount that would have been allocated to applied in such Member instance as if the Regulatory Allocations had it did not occurredcontain such minimum gain chargeback requirement. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall will be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall will be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a5.02(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall will be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall will be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall will be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall will be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall will be interpreted consistently therewith. (c) Nonrecourse Deductions will be allocated to the Members in accordance with their Membership Interests. (d) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain shall Net Income will be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall will be interpreted consistently therewith. (de) The allocations set forth in paragraphs (a), (b), (c) and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI ARTICLE V (other than the Regulatory Allocations), the Regulatory Allocations shall will be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall will be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1:5.01:‌ (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “"minimum gain chargeback” " requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.therewith.‌ (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Treasury‌ Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “"minimum gain chargeback” " requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members in accordance with their Membership Interests.‌ (d) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Section 1.704-1.704- 1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the "qualified income offset offset" requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.therewith.‌ (de) The allocations set forth in paragraphs (aSection 5.02(a), (bSection 5.02(b), Section 5.02(c) and (cSection 5.02(d) above (the “"Regulatory Allocations”") are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI ARTICLE V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.occurred.‌

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, and unless the JOC deems it otherwise appropriate, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members in accordance with their Percentage Interests. (d) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) To the extent an adjustment to the adjusted tax basis of any Company asset under Code Sections 734(b) or 743(b) is required to be taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations. (f) The allocations set forth in paragraphs (a), (b), (c) and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI ARTICLE V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-1.704- 2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members in accordance with their Units. (d) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (a), (b), (c) and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI ARTICLE V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section § 6.1: (a) 6.2.1 If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) § 6.2.1 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) 6.2.2 Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph Section shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) § 6.2.2 is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) 6.2.3 The allocations set forth in paragraphs (a), (b) §§ 6.2.1 and (c) 6.2.2 above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI 6 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease Losses attributable to partner nonrecourse debt (as defined in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(12(b)(4)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i) to the Member that bears the economic risk of loss (within the meaning of Regulations § 1.752-2). If there is a net decrease during a Taxable Year or other Fiscal Period in Member Minimum Gain, Profits for such Taxable Year or other Fiscal Period (and, if necessary, for subsequent Taxable Years or other Fiscal Periods) shall be allocated to the Members in the amounts and of such character as determined according to Treasury Regulations Section 1.704-2(i)(4). (b) Nonrecourse deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1)) for any Taxable Year or other Fiscal Period shall be allocated pro rata among the Members in accordance with their Percentage Interests. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(45.03(g), if there is a net decrease in Member Nonrecourse Debt the Company Minimum Gain during any Taxable Year or other Fiscal YearPeriod, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Profits for such Taxable Year or other Fiscal Year Period (and, if necessary, for subsequent Taxable Years or other Fiscal YearsPeriods) in an amount equal the amounts and of such character as determined according to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(42(f). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted consistently in a manner consistent therewith. (c) In the event If any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or Distributions Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6)) has an Adjusted Capital Account Deficit as of the end of any Taxable Year or other Fiscal Period, income computed after the application of Sections 5.03(a) and gain 5.03(b) but before the application of any other provision of this Article V, then Profits for such Taxable Year or other Fiscal Period shall be specially allocated to such Member in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possibleDeficit. This Section 6.2(c5.03(c) is intended to comply with the be a qualified income offset requirement provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) In the event that any Member has an Adjusted Capital Account Deficit at the end of any Taxable Year or other Fiscal Period, such Member shall be allocated Profit in the amount of such deficit as quickly as possible; provided, however, that an allocation pursuant to this Section 5.03(d) 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 Section 5.03(c) and this Section 5.03(d) were not in this Agreement. (e) If the allocation of Losses to a Member as provided in Section 5.02 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to this Section 5.03(e). (f) Profits and Losses described in Section 5.01(b)(v) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(j) and (m). (g) Simulated Depletion for each Depletable Property and Simulated Loss upon the disposition of a Depletable Property shall be allocated among the Members in proportion to their shares of the Simulated Basis in such Depletable Property. (h) The allocations set forth in paragraphs (a), (bSection 5.03(a) through and (cincluding Section 5.03(e) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Article VI (other than V, but subject to the Regulatory Allocations), income, gain, deduction and loss shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Members to be taken into account in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating Net Income other Profit and Net Losses Loss (and such other items of income, gain, deduction and loss) among the Members so that, to the extent possible, that the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations and such special allocations to each such Member is zero. In addition, if in any Taxable Year or other Fiscal Period there is a decrease in Company Minimum Gain, or in Member Minimum Gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, the Members may, if they do not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be equal to the net amount that would have been allocated to applied in such Member instance as if the Regulatory Allocations had it did not occurredcontain such minimum gain chargeback requirement. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.2: (ai) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Taxable Year, each Member shall be specially allocated items of taxable income and or gain for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (bii) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income and or gain for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirements in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (ciii) In the event If any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit adjusted capital account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c) paragraph is intended to comply with the qualified income offset requirement in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (div) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income Profits and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income Profits and Net Losses and other items and the tire Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members in accordance with their Membership Interests. (d) In the event any Member unexpectedly receives any adjustments, allocations allocations, or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations allocations, or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (a), (b) ), (c), and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI ARTICLE V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.3: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Taxable Year, each Member Owner shall be specially allocated items of taxable income and or gain for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such MemberOwner’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Owner Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Taxable Year, each Member Owner that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income and or gain for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that MemberOwner’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirements in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event If any Member Owner unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Member Owner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit adjusted capital account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c) paragraph is intended to comply with the qualified income offset requirement in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income Profits and Net Losses among Members Owners so that, to the extent possible, the net amount of such allocations of Net Income Profits and Net Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member Owner shall be equal to the net amount that would have been allocated to such Member Owner if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease Partner nonrecourse deductions (as defined in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(12(i)(2)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year attributable to partner nonrecourse debt (and, if necessary, subsequent Fiscal Years) as defined in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g2(b)(4). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except If there is a net decrease during a Taxable Year or other Fiscal Period in Partner Minimum Gain, items of income and gain for such Taxable Year or other Fiscal Period (and, if necessary, for subsequent Taxable Years or periods) shall be allocated to the Partners in the amounts and of such character as otherwise provided in determined according to Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.03(a) is intended to comply with the “minimum gain chargeback” chargeback requirements set forth in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (b) Nonrecourse deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1)) for any Taxable Year or Fiscal Period shall be allocated pro rata among the Partners in accordance with their Percentage Interests. Except as otherwise provided in Treasury Regulations Section 1.704-2(f), if there is a net decrease in the Partnership Minimum Gain during any Taxable Year or other Fiscal Period, each Partner shall be allocated items of income and gain for such Taxable Year or other Fiscal Period (and, if necessary, for subsequent Taxable Years or periods) in the amounts and of such character as determined according to Treasury Regulations Section 1.704-2(g). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted in a manner consistent therewith. (c) In the event If any Member Partner that unexpectedly receives any adjustmentsan adjustment, allocations allocation or Distributions Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6), income and gain shall be specially allocated to such Member in ) has an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by as of the end of any Taxable Year or other Fiscal Period, computed after the application of Section 5.03(a) and 5.03(b) but before the application of any other provision of this Article V, then items of income and gain for such adjustmentsTaxable Year or other Fiscal Period shall be allocated to such Partner in proportion to, allocations or Distributions as quickly as possibleand to the extent of, such Adjusted Capital Account Deficit. This Section 6.2(c5.03(c) is intended to comply with the be a qualified income offset requirement provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) If any Partner has a deficit Capital Account at the end of any Taxable Year or other Fiscal Period which is in excess of the sum of the amount such Partner is obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this provision shall be made only if and to the extent that such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Agreement have been made as if Section 5.03(c) and this Section 5.03(d) were not in the Agreement. (e) If the allocation of Losses or other items of loss or expense to a Partner as provided in Section 5.02 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Partner only that amount of Losses (or other items of loss or expense) as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Partner shall be allocated to the other Partners in accordance with their relative Percentage Interests, subject to this Section 5.03(e). (f) Profits and Losses described in Section 5.01(b) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(j) and (m). (g) Simulated Depletion for each Depletable Property and Simulated Loss upon the disposition of a Depletable Property shall be allocated among the Partners in proportion to their shares of the Simulated Basis in such property. (h) The allocations set forth in paragraphs (a), (bSection 5.03(a) through and (cincluding Section 5.03(e) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Partners intend to allocate Profit and Loss of the Partnership or make Distributions. Accordingly, notwithstanding the other provisions of this Article VI (other than V, but subject to the Regulatory Allocations, income, gain, deduction and loss shall be reallocated among the Partners so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Partners to be in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. If in any Taxable Year or other Fiscal Period there is a decrease in Partnership Minimum Gain, or in Partner Minimum Gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Partners, the Partners may, if they do not expect that the Partnership will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be applied in such instance as if it did not contain such minimum gain chargeback requirement. (i) Consistent with the principles of Treasury Regulation Section 1.83-6(d), if any Partner (or its successor) transfers property (including cash) to any Partnership Employee or other service provider of the Partnership or any Subsidiary and such Partner is not entitled to be reimbursed by (or otherwise elects not to seek reimbursement from) the Partnership for the value of such property, then any items of deduction or loss resulting from or attributable to such transfer shall be allocated to the Partner (or its successor) that made such transfer and such Partner shall be deemed to have contributed such property to the Partnership pursuant to Section 3.12. (j) Notwithstanding any contrary provision in this Agreement except the foregoing provisions of Section 5.03, the General Partner shall make appropriate adjustments to allocations of Profits and Losses to (or, if necessary, allocate items of gross income, gain, loss or deduction of the Partnership among) the Partners upon the liquidation of the Partnership (within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g)), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so Transfer of substantially all the Units (whether by sale or exchange or merger) or sale of all or substantially all the assets of the Partnership, such that, to the maximum extent possible, the net amount Capital Accounts of the Partners are proportionate to their Percentage Interests. In each case, such adjustments or allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal occur, to the net amount that would have been allocated to maximum extent possible, in the Fiscal Year of the event requiring such Member if the Regulatory Allocations had not occurredadjustments or allocations. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding The following special allocations shall be made in the provisions following order and prior to any allocations of Net Profit or Net Loss pursuant to Section 6.14.1: (a) If Minimum Gain Chargeback. Notwithstanding any other provision of this Article IV and except as otherwise provided in Treasury Regulation Section 1.704-2(f), if there is a net decrease in Company Minimum Gain “partnership minimum gain” (determined according to within the meaning of Treasury Regulations Section 1.704-2(d)(12(b)(2) and 1.704-2(d)) during any Fiscal YearAccounting Period of the Company, each Member shall be specially allocated items of Company income and gain for such Fiscal Year Accounting Period (and, if necessary, subsequent Fiscal YearsAccounting Periods) in an amount equal to such Member’s share of the net decrease in Company Minimum Gainpartnership minimum gain, as determined in accordance with under 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 Regulation Sections 1.704-2(f)(62(f) and 1.704-2(j)(2(j). This Section 6.2(a4.3(a) is intended to comply with the “minimum gain chargeback” chargeback requirement in such Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i)Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4)Notwithstanding any other provision of this Article IV, if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year“partner nonrecourse debt minimum gain (within the meaning of Treasury Regulations Section 1.704-2(i)) attributable to a “partner nonrecourse debt” (within the meaning of Treasury Regulations Section 1.704-2(b)(4)), then, each Member that who has a share of the partner nonrecourse debt minimum gain attributable to such Member Nonrecourse Debt Minimum Gain partner nonrecourse debt, determined in accordance with Treasury Regulation Section 1.704-2(i), shall be specially allocated items of Company income and gain for such Fiscal Year Accounting Period (and, if necessary, subsequent Fiscal YearsAccounting Periods) in an amount equal to that such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gainpartner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Items 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 this paragraph be allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2(j)(2). This Section 6.2(b4.3(b) is intended to comply with the “partner minimum gain chargeback” requirements chargeback requirement in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease Losses attributable to partner nonrecourse debt (as defined in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(12(b)(4)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except If there is a net decrease during a Taxable Year in Member Minimum Gain, Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Members in the amounts and of such character as otherwise provided in determined according to Treasury Regulations Section 1.704-2(i)(4). (b) Nonrecourse deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata among the Members in accordance with their Percentage Interests. Except as otherwise provided in Section 5.03(a), if there is a net decrease in Member Nonrecourse Debt the Company Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, for subsequent Fiscal Taxable Years) in an amount equal the amounts and of such character as determined according to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(42(f). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted consistently in a manner consistent therewith. (c) In the event If any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or Distributions Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6)) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, income computed after the application of Sections 5.03(a) and gain 5.03(b) but before the application of any other provision of this Article V, then Profits for such Taxable Year shall be specially allocated to such Member in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possibleDeficit. This Section 6.2(c5.03(c) is intended to comply with the be a qualified income offset requirement provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) If the allocation of Losses to a Member as provided in Section 5.02 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to this Section 5.03(d). (e) Profits and Losses described in Section 5.01(b)(v) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(j) and (m). (f) Simulated Depletion for each Depletable Property and Simulated Loss upon the disposition of a Depletable Property shall be allocated among the Members in proportion to their shares of the Simulated Basis in such property. (g) The allocations set forth in paragraphs (a), (bSection 5.03(a) through and (cincluding Section 5.03(d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Article VI (other than V, but subject to the Regulatory Allocations), income, gain, deduction and loss shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Members to be taken into account in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating Net Income other Profit and Net Losses Loss (and such other items of income, gain, deduction and loss) among the Members so that, to the extent possible, that the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations and such special allocations to each such Member is zero. In addition, if in any Taxable Year or other Fiscal Period there is a decrease in Company Minimum Gain, or in Member Minimum Gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, the Members may, if they do not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be equal to the net amount that would have been allocated to applied in such Member instance as if the Regulatory Allocations had it did not occurredcontain such minimum gain chargeback requirement. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.16.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704l.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(220)(2). This Section 6.2(a6.02 (a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704l.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704l.704-2(i)(4) and 1.704J.704-2(j)(22.(j)(2). This Section 6.2(b6.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4l(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c6.02(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(cl(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall will be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(cl(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease Partner nonrecourse deductions (as defined in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(12(i)(2)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year attributable to partner nonrecourse debt (and, if necessary, subsequent Fiscal Years) as defined in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g2(b)(4). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except If there is a net decrease during a Taxable Year in Partner Minimum Gain, Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Partners in the amounts and of such character as otherwise provided in determined according to Treasury Regulations Section 1.704-2(i)(4). (b) Nonrecourse deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata among the Partners in accordance with their Percentage Interests. Except as otherwise provided in Section 5.03(a), if there is a net decrease in Member Nonrecourse Debt the Partnership Minimum Gain during any Fiscal Taxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain Partner shall be specially allocated income and gain Profits for such Fiscal Taxable Year (and, if necessary, for subsequent Fiscal Taxable Years) in an amount equal the amounts and of such character as determined according to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(42(f). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted consistently in a manner consistent therewith. (c) In the event If any Member Partner that unexpectedly receives any adjustmentsan adjustment, allocations allocation or Distributions Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6), income and gain shall be specially allocated to such Member in ) has an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by as of the end of any Taxable Year, computed after the application of Sections 5.03(a) and 5.03(b) but before the application of any other provision of this Article V, then Profits for such adjustmentsTaxable Year shall be allocated to such Partner in proportion to, allocations or Distributions as quickly as possibleand to the extent of, such Adjusted Capital Account Deficit. This Section 6.2(c5.03(c) is intended to comply with the be a qualified income offset requirement provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) If the allocation of Losses to a Partner as provided in Section 5.02 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Partner only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Partner shall be allocated to the other Partners in accordance with their relative Percentage Interests, subject to this Section 5.03(d). (e) Profits and Losses described in Section 5.01(b)(v) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(j) and (m). (f) The allocations set forth in paragraphs (a), (bSection 5.03(a) through and (cincluding Section 5.03(d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Partners intend to allocate Profit and Loss of the Partnership or make Distributions. Accordingly, notwithstanding the other provisions of this Article VI (other than V, but subject to the Regulatory Allocations), income, gain, deduction and loss shall be reallocated among the Partners so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Partners to be taken into account in allocating Net Income the amounts (or as close thereto as possible) they would have been if Profit and Net Losses among Members so thatLoss (and such other items of income, gain, deduction and loss) had been allocated without reference to the extent possibleRegulatory Allocations. In general, the Partners anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction and loss) among the Partners so that the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations and such special allocations to each Member such Partner is zero. In addition, if in any Taxable Year or other Fiscal Period there is a decrease in Partnership Minimum Gain, or in Partner Minimum Gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Partners, the Partners may, if they do not expect that the Partnership will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be equal to the net amount that would have been allocated to applied in such Member instance as if the Regulatory Allocations had it did not occurredcontain such minimum gain chargeback requirement. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.16.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704l.704-2(d)(12(d)(l)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704l.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(62([)(6) and 1.704l.704-2(j)(2). This Section 6.2(a) 6.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704l.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704I. 704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704I. 704-2(i)(42( i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704l.704-2(i)(4) and 1.704l.704-2(j)(2). This Section 6.2(b6.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704I. 704-2(i)(42(i)( 4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members of each class m accordance with their Units of such class. (d) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704l.704-1(b)(2)(ii)(d)(4l(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c) 6.02(d} is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704I. 704-1(b)(2)(ii)(dl(b)(2)(ii)( d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (a), (b), (c) and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article ARTICLE VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members of any class so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member with respect to such class shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-1.704- 2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1.704- 1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI 6 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1:10(i): (aA) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Taxable Year, each Member Holder shall be specially allocated items of income and or gain for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such MemberHolder’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) paragraph is intended to comply with the “minimum gain chargeback” chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (bB) Member Holder Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Holder Minimum Gain during any Fiscal Taxable Year, each Member Holder that has a share of such Member Nonrecourse Debt Holder Minimum Gain shall be specially allocated items of income and or gain for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to that Memberthe Holder’s share of the net decrease in Member Nonrecourse Debt Holder Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) paragraph is intended to comply with the “minimum gain chargeback” requirements chargeback requirement in Treasury Regulations Regulation Section 1.704-2(i)(42(f) and shall be interpreted consistently therewith. (cC) In the event If any Member Holder unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be specially allocated to such Member Holder in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit adjusted capital account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c) paragraph is intended to comply with the qualified income offset requirement in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (dD) The allocations set forth in paragraphs (aA), (bB) and (cC) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI Section 10 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income Profits and Net Losses among Members Holders so that, to the extent possible, the net amount of such allocations of Net Income Profits and Net Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member Holder shall be equal to the net amount that would have been allocated to such Member Holder if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members in accordance with their Membership Interests. (d) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (a), (b), (c) and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. SugarRush 5058, LLCOperating AgreementPage 21 of 53 (c) Nonrecourse Deductions shall be allocated to the Members in accordance with their Membership Interests. (cd) In the event any Member unexpectedly receives any adjustments, allocations allocations, or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations allocations, or Distributions distributions as quickly as possible. This Section 6.2(c5.02(d) is intended to comply with the “qualified income offset offset” requirement in Treasury Regulations Section 1.704-1.704- 1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (aSection 5.02(a), (b) Section 5.02(b), Section 5.02(c), and (cSection 5.02(d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI ARTICLE V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.15.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and or gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 5.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and or gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph Section 5.02(b) shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b5.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members in accordance by Percentage Interest. (d) Any Member Nonrecourse Deductions for any tax year will be allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which the Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)(1). (e) Notwithstanding any provision to the contrary in this Agreement except Section 5.02(d), no losses or deductions may be allocated to a Member to the extent the allocation would cause such Member to have an Adjusted Capital Account Deficit (or increase an existing Adjusted Capital Account Deficit). Losses or deductions that a Member cannot be allocated by reason of this Section 5.02(e) will be allocated to the other Members who do not have an Adjusted Capital Account Deficit, subject to the limitation in the preceding sentence. (f) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) (including any such adjustments 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 Account balances as a result of a distribution in liquidation of a Member’s interest in the Company, the amount of such adjustment 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 Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such Treasury Regulations section applies, or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (g) In the event any Member unexpectedly receives any adjustments, allocations or Distributions distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6)) that creates or increases an Adjusted Capital Account Deficit for such Member, income and or gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c5.02(g) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (dh) The allocations set forth in paragraphs (a), ) through (be) and (cg) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI ARTICLE V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses Loss among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items Loss and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.16.01: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) 6.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b6.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions shall be allocated to the Members of each class in accordance with their Units of such class. (d) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c6.02(d) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) The allocations set forth in paragraphs (a), (b), (c) and (cd) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article ARTICLE VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members of any class so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member with respect to such class shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.