Common use of Section 754 Adjustment Clause in Contracts

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b) (2)(iv)(m)(2) or Regulations Section 1.704-1(b) (2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their LLC Units in the event that Regulations Section 1.704-1(b) (2)(iv)(m)

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b743(b) or Code Section 743(b734(b) is required, pursuant to Regulations Section 1.704-1(b) (2)(iv)(m)(21(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), ) and such gain or loss shall be specially allocated to the Members in accordance a manner consistent with the manner in which their LLC Units in Capital Accounts are required to be adjusted pursuant such applicable Section of the event that Regulations Section 1.704-1(b) (2)(iv)(m)Regulations.

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b) (2)(iv)(m)(21.704- 1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b) (2)(iv)(m)(41.704- 1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their LLC Units in the event that Regulations Section 1.704-1(b) (2)(iv)(m1.704- 1(b)(2)(iv)(m)

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset Asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b) (2)(iv)(m)(21(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its interest Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their LLC Units interests in the Company in the event that Regulations Section 1.704-1(b) (2)(iv)(m1(b)(2)(iv)(m)

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b) (2)(iv)(m)(21(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution Distribution to a Member Holder in complete liquidation of its such Holder’s interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), ) and such gain or loss shall be specially allocated to the Members Holders in accordance with their LLC Units interests in the Company in the event that Treasury Regulations Section 1.704-1(b) (2)(iv)(m1(b)(2)(iv)(m)

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Treasury Regulation Section 1.704-1(b) (2)(iv)(m)(21(b)(2)(iv)(m)(2) or Regulations Treasury Regulation Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), ) and such gain or loss shall be specially allocated to the Members in accordance with their LLC Units Percentage Interests in the event that Regulations Treasury Regulation Section 1.704-1(b) (2)(iv)(m1(b)(2)(iv)(m)

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section Sections 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704Sections l.704-1(b) (2)(iv)(m)(2l(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b(4) (2)(iv)(m)(4)of the Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its his or her interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance a manner consistent with the manner in which their LLC Units in Capital Accounts are required to be adjusted pursuant to such Sections of the event that Regulations Section 1.704-1(b) (2)(iv)(m)Regulations.

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b) (2)(iv)(m)(2) or Regulations Section 1.704-1.704- 1(b) (2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their LLC Units in the event that Regulations Section 1.704-1(b) (2)(iv)(m)

Section 754 Adjustment. To the extent that an adjustment to ---------------------- the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b) (2)(iv)(m)(21.704- 1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their LLC Units in the event that Regulations Section 1.704-1(b) (2)(iv)(m1(b)(2)(iv)(m)

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b) (2)(iv)(m)(21(b)(2)(iv)(m)(2) or Treasury Regulations Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its his interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), ) and such gain or loss shall be specially allocated to the Members in accordance with their LLC Units Percentage Interests in the event that Treasury Regulations Section 1.704-1(b) (2)(iv)(m1(b)(2)(iv)(m)

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b) (2)(iv)(m)(2) or Regulations Section 1.704-1.704- 1(b) (2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their LLC Units in the event that Regulations Section 1.704-1.704- 1(b) (2)(iv)(m)

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b) (2)(iv)(m)(21(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the a result of a distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), ) and such gain or loss shall be specially specifically allocated to the Members in accordance with their LLC Units in the event that Regulations Section 1.704-1(b) (2)(iv)(m)respective Percentage

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b743(b) or Code Section 743(b734(b) is required, pursuant to Regulations Section 1.704-1(b) (2)(iv)(m)(21(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of his, her or its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), ) and such gain or loss shall be specially allocated to the Members in accordance a manner consistent with the manner in which their LLC Units in Capital Accounts are required to be adjusted pursuant such applicable Section of the event that Regulations Section 1.704-1(b) (2)(iv)(m)Regulations.

Section 754 Adjustment. To the extent that an adjustment to the adjusted ----------------------- tax basis of any Company asset pursuant to Code Section ss. 734(b) or Code Section ss. 743(b) of the Code is required, pursuant to Regulations Section Treasury Regulation ss. 1.704-1(b) (2)(iv)(m)(21(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b) (2)(iv)(m)(44), to be taken into account in determining Capital Accounts as the result of a distribution to a Member Unit Holder in complete liquidation of his, her or its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the such asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members Unit Holders in accordance with their LLC Units interests in the Company in the event that Regulations Section Treasury Regulation ss. 1.704-1(b) (2)(iv)(m1(b)(2)(iv)(m)

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset Property pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b) (2)(iv)(m)(21(b)(2)(iv)(m)(2) or Treasury Regulations Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its interest in the Companyhis Interest, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the assetProperty) or loss (if the adjustment decreases such basis), ) and such gain or loss shall be specially allocated to the Members in accordance with their LLC Units interests in the Company in the event that Treasury Regulations Section 1.704-1(b) (2)(iv)(m1.704- 1(b)(2)(iv)(m)

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Treasury Regulation Section 1.704 l(b)(2)(iv)(m)(2) or Treasury Regulation Section 1.704-1(b) (2)(iv)(m)(2) or Regulations Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), ) and such gain or loss shall be specially allocated to the Members in accordance with their LLC Units interests in the Company in the event that Regulations Treasury Regulation Section 1.704-1(b) (2)(iv)(m1.704 l(b)(2)(iv)(m)