Common use of Regulatory and Special Allocations Clause in Contracts

Regulatory and Special Allocations. Notwithstanding the provisions of Section 5.3: (A) COMPANY MINIMUM GAIN CHARGEBACK. If there is a net decrease in Company Minimum Gain during any Taxable Year, each Member shall be specially allocated items of taxable income or gain for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2). This paragraph 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 DEBT MINIMUM GAIN CHARGEBACK. Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Minimum Gain during any Taxable Year, each Member that has a share of such Member Minimum Gain shall be specially allocated items of taxable income or gain for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to that Member's share of the net decrease in Member Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (C)

Regulatory and Special Allocations. Notwithstanding the provisions of Section 5.38.1: (Aa) COMPANY MINIMUM GAIN CHARGEBACK. If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulation Section 1.704-2(d)(1)) during any Taxable Year, each Member shall be specially allocated items of taxable income or gain Profits for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Section 1.704-2(f)(6) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain 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 Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Minimum Gain during any Taxable Year, each Member that has a share of such Member Minimum Gain shall be specially allocated items of taxable income or gain Profits for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to that Member's share of the net decrease in Member Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (Cc) In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), 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 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.

Regulatory and Special Allocations. Notwithstanding (a) Partner nonrecourse deductions (as defined in Treasury Regulations Section 1.704- 2(i)(2)) attributable to partner nonrecourse debt (as defined in Treasury Regulations Section 1.704- 2(b)(4)) shall be allocated in the provisions of manner required by Treasury Regulations Section 5.3: (A) COMPANY MINIMUM GAIN CHARGEBACK1.704-2(i). If there is a net decrease during a Taxable Year in Company Partner Minimum Gain during any Taxable YearGain, each Member shall be specially allocated items of taxable income or gain Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g). The items to be so allocated shall be allocated to the Partners in the amounts and of such character as determined in accordance with according to Treasury Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2Regulations Section 1.704- 2(i)(4). This paragraph Section 5.03(a) is intended to comply with the be a partner nonrecourse debt minimum gain chargeback requirement in provision that complies with the requirements of Treasury Regulation Regulations Section 1.704-2(f) 1.704- 2(i), and shall be interpreted consistently in a manner consistent therewith. (Bb) MEMBER NONRECOURSE DEBT MINIMUM GAIN CHARGEBACK. Member Nonrecourse Deductions 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 the manner required by Treasury Regulation Section 1.704-2(i)accordance with their Percentage Interests. Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(45.03(a), if there is a net decrease in Member the Partnership Minimum Gain during any Taxable Year, each Member that has a share of such Member Minimum Gain Partner shall be specially allocated items of taxable income or gain 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(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 in a manner consistent therewith. (c) A Partner that unexpectedly receives an adjustment, allocation or Distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) shall be allocated items of income and gain in an amount equal and manner sufficient to eliminate any deficit balance in such Partner’s Adjusted Capital Account as quickly as possible; provided, that Member's share of the net decrease in Member Minimum Gain. Items to be allocated an allocation pursuant to this paragraph Section 5.03(c) shall be determined 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 accordance with Treasury Regulation Sections 1.704-2(i)(4this Article V have been tentatively made as if this Section 5.03(c) and 1.704-2(j)(2)were not in this Agreement. This paragraph Section 5.03(c) is intended to comply with the minimum gain chargeback requirements be a qualified income offset provision as described in Treasury Regulation Regulations Section 1.704-2(i)(41(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (C)d) If the allocation of Losses to a Partner as provided in Section 5.02 would create or increase the deficit balance of such Partner’s Adjusted Capital Account, there shall be allocated to such Partner only that amount of Losses as will not create or increase such deficit balance in the Partner’s Adjusted Capital Account. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Partner shall be allocated to the other Partners who do not have a deficit balance in their Adjusted Capital Account in accordance with the

Regulatory and Special Allocations. Notwithstanding the provisions of Section 5.38.1: (Aa) COMPANY MINIMUM GAIN CHARGEBACKTo 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 gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such Profits or Losses shall be specially allocated to the Limited Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to the Treasury Regulations. If (b) Except as otherwise provided in Section 8.2(c), if there is a net decrease in Company Partnership Minimum Gain (determined according to Treasury Regulation Section 1.704-2(d)(1)) during any Taxable Year, each Member Limited Partner shall be specially allocated items of taxable income or gain for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to such Member's Limited Partner’s share of the net decrease in Company Partnership Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (Bc) MEMBER NONRECOURSE DEBT MINIMUM GAIN CHARGEBACK. Member Partner Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Minimum Gain during any Taxable Year, each Member Limited Partner that has a share of such Member Partner Minimum Gain shall be specially allocated items of taxable income or gain for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to that Member's Limited Partner’s share of the net decrease in Member Partner Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (Cd) In the event any Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), Profits shall be specially allocated to such Limited Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments (computed after the application of Section 8.2(a), Section 8.2(b) and Section 8.2(c), but before the application of any other provision of Section 8.1, Section 8.2 and Section 8.3), 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. (e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury