Common use of Regulatory and Special Allocations Clause in Contracts

Regulatory and Special Allocations. Notwithstanding the provisions of Section 5.3: (a) If any Holder unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be specially allocated to such Holder in an amount and manner sufficient to eliminate the adjusted capital account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirement in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (b) The allocations set forth in paragraph (a) 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 V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Holders so that, to the extent possible, the net amount of such allocations of Profits and 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 Holder shall be equal to the net amount that would have been allocated to such Holder if the Regulatory Allocations had not occurred.

Regulatory and Special Allocations. Notwithstanding the provisions of Section 5.3: 5.5, if necessary, the Company shall make special allocations to comply with (ai) If any Holder unexpectedly receives any adjustments, allocations or distributions described in the Company Minimum Gain chargeback provisions of Treasury Regulation Section Regulations § 1.704-1(b)(2)(ii)(d)(42(f) and § 1.704-2(g), (5ii) or (6the Member Minimum Gain chargeback provisions of Treasury Regulations § 1.704-2(i), items of income and gain shall be specially allocated to such Holder in an amount and manner sufficient to eliminate the adjusted capital account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)iii) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirement in provisions of Treasury Regulation Section 1.704-Regulations § 1.704- 1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (b) ). The allocations set forth in paragraph (a) above the prior sentence (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. If the Board of Managers determines in its judgment that the provisions of this Section 5.6 or Sections 5.7 or 5.8 do not comply with the Code or any Treasury Regulations, the Board of Managers may amend this Article V in any manner that ensures that allocations under this Article V comply with the Code and the Treasury Regulations. Notwithstanding any other provisions of this Article V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Profits and Net Losses among Holders the Members so that, that to the extent possible, the net amount of such allocations of Net 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 Holder Member shall be equal to the net amount that would have been allocated to such Holder Member if the Regulatory Allocations had not occurredbeen made.