Common use of Section 754 Adjustments Clause in Contracts

Section 754 Adjustments. 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 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 Unit Holder in complete liquidation of such Unit Holder’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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent 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 Treasury Regulations Section 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 Unit Holder Member in complete liquidation of such Unit HolderMember’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 Unit Holders 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 Unit Holder Member to whom such distribution was made in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 Regulations 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 Distribution to a Unit Holder Unitholder in complete liquidation of such Unit Holderthe Unitholder’s interest in the Company, the amount of such the 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 Unit Holders Unitholders in accordance with their interests in the Company in the event Regulations Regulations, Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Unitholder to whom such distribution the Distribution was made in the event Regulations Regulations, Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 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 Unit Holder in complete liquidation of such Unit Holder’s '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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section Sections 734(b) or Code Section 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 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 Unit Holder Member in complete liquidation of such Unit HolderMember’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 Unit Holders such 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 Unit Holder Member to whom such distribution was made in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent that an adjustment to the adjusted tax basis of any Company asset, pursuant to asset under Code Section 734(b) or Code Section 743(b) is required, pursuant to 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 Unit Holder Member in complete liquidation of the Membership Interest of such Unit Holder’s interest in the CompanyMember, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the adjusted tax basis of the asset) or loss (if the adjustment decreases such basis) the adjusted tax basis of the asset), and such gain or loss shall be specially allocated to the Unit Holders Members in accordance with their interests in the Company in the event Percentage Interests if Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event if Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 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 a result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent 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 Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or Treasury Regulation 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 Unit Holder an Member in complete liquidation of such Unit Holder’s interest in the Companyhis or her interests, the amount of such the adjustment to Capital Accounts shall will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such that basis) and such that gain or loss shall will be specially allocated to the Unit Holders Members in accordance with their interests in the Company Economic Interests in the event Regulations that Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such the distribution was made in the event Regulations if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 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 Unit Holder in complete liquidation of such Unit Holder’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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1.704- 1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section § 734(b) or Code Section § 743(b) of the Code 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 Unit Holder Member in complete liquidation of such Unit HolderMember’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 Unit Holders 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 Unit Holder Member to whom such distribution was made in the event Treasury Regulations Section § 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 Section 1.704-1.704 1(b)(2)(iv)(m)(2) or 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 Unit Holder Member in complete liquidation of such Unit HolderMember’s interest 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 Unit Holders Members in accordance with their interests Interests in the Company in the event Treasury Regulations Section 1.704-1.704 1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event Treasury Regulations Section 1.704-1.704 1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 Section 1.704-1(b)(2)(iv)(m)(21.704 -1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(41.704 -1(b)(2)(iv)(m)(4), to be taken into in account in determining Capital Accounts as the result of a distribution to a Unit Holder Member in complete liquidation of such Unit HolderMember’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 Unit Holders Members in accordance with their interests in the Company in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(21.704 -1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(41.704 -1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, required pursuant to Regulations Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), l(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder Member in complete liquidation of such Unit Holder’s interest the 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 Unit Holders Members in accordance with their interests Interests in the Company in the event Regulations Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(21.704(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event Regulations Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) of the Code or Code Section 743(b) of the Code is required, pursuant to Regulations Section 1.704-1.704- 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 a result of a distribution to a Unit Holder Member in complete liquidation of such Unit Holder’s 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 assetassets) or loss (if the adjustment item decreases such basis) and such gain or loss shall be specially specifically allocated to the Unit Holders Members in accordance with their interests Percentage Interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section 734(b) or Code Section 743(b) is requiredrequired to be taken into account, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Treasury 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 Unit Holder Member in complete liquidation of such Unit HolderMember’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 tax basis of the asset) or loss (if the adjustment decreases such tax basis) and such gain or loss shall be specially allocated to the Unit Holders 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 Unit Holder Member to whom such distribution was is made in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, Partnership 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 Unit Holder Partner in complete liquidation of such Unit Holder’s his interest in the CompanyPartnership, 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 Unit Holders Partners in accordance with their interests in the Company Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Partner to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section Sections 734(b) or Code Section 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(23(b)(2)(iv)(m)(2) or 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 Unit Holder Member in complete liquidation of such Unit HolderMember’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 Unit Holders such 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 Unit Holder Member to whom such distribution was made in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 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 Unit Holder Member in complete liquidation of such Unit Holder’s 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 Unit Holders Members in accordance with their interests in the Company in the event Regulations Section 1.704-1.704- 1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made - - in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.. - -

Section 754 Adjustments. 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 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 Unit Holder in complete liquidation of such Unit Holder’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 Unit Holders in accordance with their interests in the Company in the event if Regulations Section §1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section §1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, Membership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, 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 Unit Holder Member in complete liquidation of such Unit Holder’s interest in the Companyits Interest, 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 Unit Holders Members in accordance with their interests in the Company AAC in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event “’ Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 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 Unit Holder in complete liquidation of such Unit Holder’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 Unit Holders in accordance with their interests in the Company in the event Regulations Regulations Section 1.7041. 704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment pursuant to Section 734(b) or Section 743(b) of the Code to the adjusted tax basis of any Company asset, asset is required 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 Section 1.704-1(b)(2)(iv)(m)(4), ) of the Treasury Regulations to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder Member in complete liquidation of such Unit Holder’s interest in Member's Interest or as the Companyresult of the sale of a Member's Interest, 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 Unit Holders Members in accordance with their interests in the Company company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) of the Treasury Regulations applies, or to the Unit Holder to whom such distribution was made distributee in the event Regulations Section 1.704-1(b)(2)(iv)(m)(41(b) (2)(iv)(m)(4) of the Treasury Regulations applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted basis for federal income tax basis purposes of any Company asset, asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code 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 Unit Holder Member in complete liquidation of such Unit HolderMember’s interest in the CompanyMembership Interest, 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 Unit Holders Members pro rata in accordance with their interests in the Company respective Percentage Interests in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 Regulations Section 1.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent that, under Regulations Section 1.704 1(b)(2)(iv)(m)(2) or 1.704 1(b)(2)(iv)(m)(4), an adjustment to the adjusted tax basis of any Company asset, Fund 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 1.704-1(b)(2)(iv)(m)(4), to be taken into account required in determining Capital Accounts as the result of a distribution to a Unit Holder Member in complete liquidation of such Unit HolderMember’s interest in the CompanyMembership Interest, 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 Unit Holders Members in accordance with their interests in the Company respective Membership Interest Percentages in the event Regulations Section 1.704-1.704 1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event Regulations Section 1.704-1.704 1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted ----------------------- tax basis of any Company asset, LLC 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)(2l(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4)) of the Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder Member in complete liquidation redemption of such Unit Holder’s interest in the Companyhis Units, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders Member in accordance with their his interests in the Company LLC in the event Regulations that Section 1.704-1(b)(2)(iv)(m)(2) of the Regulations applies, or to the Unit Holder Member to whom such distribution was made in the event Regulations that Section 1.704-1(b)(2)(iv)(m)(4) of the Regulations applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Joint Sales 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 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 Unit Holder Member in complete liquidation of such Unit Holder’s Member's interest in the Joint Sales 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 Unit Holders Members in accordance with their interests in the Joint Sales Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.. * CONFIDENTIAL TREATMENT REQUESTED

Section 754 Adjustments. 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 Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution Distribution to a Unit Holder Member in complete liquidation of such Unit Holder’s 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 Unit Holders 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 Unit Holder Member to whom such distribution Distribution was made in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the ----------------------- adjusted tax basis of any Company asset, Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(21.704(b)(2)(iv)(m)(2) or - - 1.704-1(b)(2)(iv)(m)(4), ) of the Regulations to be taken into account in - - determining Capital Accounts as the result of a distribution to a Unit Holder Partner in complete liquidation of such Unit Holder’s its interest in the CompanyPartnership, 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 Unit Holders Partners in accordance with their interests in the Company Partnership in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) of the Regulations applies, or to the Unit Holder Partner to - - whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) of - - the Regulations applies.

Section 754 Adjustments. 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 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 Unit Holder in complete liquidation of such Unit Holder’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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Regulations. Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 Regulations Section 1.704l.704-1(b)(2)(iv)(m)(2) or 1.704l.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704l.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 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 Unit Holder Member in complete liquidation of such Unit HolderMember’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 Unit Holders 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 Unit Holder Member to whom such distribution was made in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-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 Unit Holder Member in complete liquidation of such Unit HolderMember’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 Unit Holders 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 Unit Holder Member to whom such distribution was made in the event Treasury Regulations Section 1.704-1.704- 1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent 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, required (pursuant to Regulations Section Sections 1.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(41.704 -l(b)(2)(iv)(_)(4), ) to be taken into account in determining Capital Accounts as the result of a distribution to a Unit an Interest Holder in complete liquidation of such Unit Holder’s 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 the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Interest Holders in accordance with their interests in the Company on a Pro Rata Basis or in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) l(b)(2)(iv)(m)(2), applies, or to the Unit Interest Holder to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) l(b)(2)(iv)(m)(4), applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any of the Company assetproperty, pursuant to Code Section 734(b) or Code Section 743(b) of the Code, is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4)) of the Treasury Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the CompanyAccounts, 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 Unit Holders Members in accordance with their interests in the Company in if Section 1.704-(b)(2)(iv)(m)(2) of the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event Regulations if Section 1.704-1(b)(2)(iv)(m)(4) of the Treasury Regulations applies.. In the event that an adjustment in connection with a transfer of an interest as described in this Section 4.3(f) is to be made, the Board may require that any expense arising as a result of such adjustment will

Section 754 Adjustments. 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 Regulations Section 1.704-1(b)(2)(iv)(m)(21.704?1(b)(2)(iv)(m)(2) or 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 Unit Holder Member in complete liquidation of such Unit Holder’s 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 Unit Holders Members in accordance with their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(21.704?1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(41.704?1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent 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)(2l(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder Member in complete liquidation of such Unit Holder’s 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 specifically allocated to (a) the Unit Holders Members in accordance with their respective interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) applies, or to (b) the Unit Holder Member to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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) of the Code is required, pursuant to Treasury Regulations Section 1.704-1.704- 1(b)(2)(iv)(m)(2) or 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 Unit Holder Member in complete liquidation of such Unit HolderMember’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 Unit Holders 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 Unit Holder Member to whom such distribution was made in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 Regulations Section 1.704-1(b)(2)(iv)(m)(2l(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 Unit Holder in complete liquidation of such Unit Holder’s '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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code CODE Section 734(b) or Code CODE Section 743(b) is required, pursuant to 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 Unit Holder in complete liquidation of such Unit Holder’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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent 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)(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 Unit an Interest Holder or Member in complete liquidation of such Unit Holder’s 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 the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Members or Interest Holders in accordance with their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Member or Interest Holder to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. The Company shall make a Section 754 election in connection with the purchase of Interests by ICPH pursuant to the LLC Interest Purchase Agreement.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, Partnership 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)(21.7041(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4Regulations Section 1.7041(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution Distribution to a Unit Holder Partner in complete liquidation of such Unit Holder’s interest his or her Interest in the CompanyPartnership, 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 Unit Holders Partners in accordance with their interests Interests in the Company Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(21.7041(b)(2)(iv)(m)(2) applies, or to the Unit Holder Partner to whom such distribution Distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(41.704–1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 Section 1.704ss.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 Unit Holder Member in complete liquidation of such Unit Holder’s 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 Unit Holders Members in accordance with their interests in the Company in the event Treasury Regulations Section 1.704ss.1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event Treasury Regulations Section 1.704ss.1.704-1(b)(2)(iv)(m)(4) applies.1(b)(2)(iv)(m)

Section 754 Adjustments. 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 Regulations Section 1.704-1(b)(2)(iv)(m)(21.704‑1(b)(2)(iv)(m)(2) or 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 Unit Holder in complete liquidation of such Unit Holder’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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(21.704‑1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(41.704‑1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent 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 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 Unit Holder Member in complete liquidation of such Unit Holder’s 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 Unit Holders 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 Unit Holder Member to whom such distribution was made in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section Sections 734(b) or Code Section 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(21.704‑1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4Section 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 Unit Holder Member in complete liquidation of such Unit HolderMember’s interest in the CompanyMembership Interest, 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 Unit Holders such Members in accordance with their interests in the Company in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(21.704‑1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(41.704‑1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent 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, 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 Unit Holder in complete liquidation of such Unit Holder’s interest in the Companyits Units, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to among the Common Unit Holders in accordance with their interests in Holders, based upon the Company relative number of Common Units held by each Common Unit Holder, in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made made, in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution Distribution to a Unit Holder Member in complete liquidation of such Unit HolderMember’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 Unit Holders 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 Unit Holder Member to whom such distribution Distribution was made in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 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 Unit Holder Member in complete liquidation of such Unit HolderMember’s interest 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 such Company asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders Members in accordance with their interests in the Company Interests in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 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 Unit Holder in complete liquidation of such Unit Holder’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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.applies.‌

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, required pursuant to Regulations Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(21.704- l(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), l(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder Member in complete liquidation of such Unit Holder’s interest the 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 Unit Holders Members in accordance with their interests Interests in the Company in the event Regulations Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(21.704(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event Regulations Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, Partnership 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 Distribution to a Unit an Interest Holder in complete liquidation of such Unit Holderthe distributee’s interest in the CompanyInterest, 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 Unit Interest Holders in accordance with their interests in the Company Ownership Percentages in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Interest Holder to whom such distribution Distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 Regulations Section 1.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to in 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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent 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 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 Unit Holder Member in complete liquidation of such Unit Holder’s interest in the Companyits 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 asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders Members in accordance with proportion to their interests in the Company relative Percentage Interests in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Members to whom such distribution was made in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section section 734(b) or Code Section section 743(b) is required, pursuant to Regulations Section section 1.704-1(b)(2)(iv)(m)(21(b) (2) (iv) (m) (2) or Regulations section 1.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder Member in complete liquidation of such Unit Holder’s 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 the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders Member(s) in accordance with their interests in the Company in the event that Regulations Section section 1.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event that Regulations Section section 1.704-1(b)(2)(iv)(m)(41(b) (2) (iv) (m) (4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code IRC Section 734(b) or Code IRC Section 743(b) is required, required pursuant to 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 Unit Holder Member in complete liquidation of such Unit Holder’s interest in the Companyits Membership Interest, 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 Unit Holders Members in accordance with their interests in the Company Non-Voting Capital Stock Interests in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent In any case where an adjustment to the adjusted tax basis Adjusted Basis of any Company asset, asset pursuant to Code Section Sections 734(b) or Code Section 743(b) of the Code is required, required (pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations 1.704-1(b)(2)(iv)(m)(4)), to be taken into account in determining Capital Accounts as the result because of a distribution to a Unit Holder Member in complete liquidation of such Unit Holderthe 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 among the Unit Holders Members in accordance with their interests in the Company in the event that (i) Regulations Section 1.704-1(b)(2)(iv)(m)(21.704¬1(b)(2)(iv)(m)(2) applies, or to (ii) the Unit Holder Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 Regulations Section 1.704-1(b)(2)(iv)(m)(21.7041(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(41.7041(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(21.7041(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(41.7041(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 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 Unit Holder Member in complete liquidation of such Unit HolderMember’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 Unit Holders 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 Unit Holder Member to whom such distribution was made in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, required pursuant to Regulations Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), 1.704- l(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder Member in complete liquidation of such Unit Holder’s interest the 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 Unit Holders Members in accordance with their interests Interests in the Company in the event Regulations Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(21.704(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event Regulations Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 Regulations Section 1.704-1.704- 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 Unit Holder Member in complete liquidation of such Unit Holder’s interest Member's Membership 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 Unit Holders Members in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event Regulations Section 1.704-1.704- 1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent 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)(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 Unit Holder Member in complete liquidation of such Unit Holder’s interest 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 and among the Unit Holders Members in accordance with their interests Interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section Sections 734(b) or Code Section 743(b) of the Code is required, pursuant to Regulations Section Sections 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4)) of the Treasury Regulations, to be taken into account in determining Capital Accounts as the result of a distribution Distribution to a Unit Holder Member in complete liquidation of such Unit Holder’s 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 the asset) or loss (if the adjustment decreases such basis) ), and such gain or loss shall be specially allocated to the Unit Holders Members in accordance with their interests in the Company in the event Regulations Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution Distribution was made in the event Regulations Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section Sections 734(b) or Code Section 743(b) of the Code is required, pursuant to Regulations Section Sections 1.704-1(b)(2)(iv)(m)(21 (b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4)1 (b)(2)(iv)(m)(4) of the Treasury Regulations, to be taken into account in determining Capital Accounts as the result of a distribution Distribution to a Unit Holder Member in complete liquidation of such Unit Holder’s 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 the asset) or loss (if the adjustment decreases such basis) ), and such gain or loss shall be specially allocated to the Unit Holders Members in accordance with their interests in the Company in the event Regulations Treasury Regulation Section 1.7041.7O4-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution Distribution was made in the event Regulations Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(41 (b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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, required pursuant to 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 transfer of a Member's Membership Interest or a distribution to a Unit Holder Member in complete liquidation of such Unit Holder’s interest in the CompanyMember's Membership Interest, 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 Unit Holders Members in accordance with their interests in the Company in the event Regulations Regulation Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event Regulations Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent In any case where an adjustment to the adjusted tax basis Adjusted Basis of any Company asset, asset pursuant to Code Section Sections 734(b) or Code Section 743(b) of the Code is required, required (pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-Regulations 1.704- 1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result because of a distribution to a Unit Holder Member in complete liquidation of such Unit Holder’s 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 among the Unit Holders Members in accordance with their interests in the Company in the event that (i) Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or (ii) the Members to the Unit Holder to whom which such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 Regulations Section 1.704-1.704- 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 Unit Holder in complete liquidation of such Unit Holder’s '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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1.704- 1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company assetProperty, pursuant to Code Section 734(b734(h) or Code Section 743(b743(6) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(21.704- l(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(41.704- l(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder Member in complete liquidation of such Unit Holder’s 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 assetproperty) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders Members in accordance with their interests in the Company in the event Regulations Section 1.704l .704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m )(2) applies, or to the Unit Holder Member to whom such distribution was made in the event Regulations Section 1.704l.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 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 Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to in 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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 Regulations Section 1.704-1(b)(2)(iv)(m)(21(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 Unit Holder in complete liquidation of such Unit Holder’s '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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent 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, required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(21.7041(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), Section 1.7041(b)(2)\(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder Member in complete liquidation of such Unit Holder’s interest in the Companyits Interest, 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 Unit Holders Members in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(21.7041(b)(2)\(iv)(m)(2) applies, or to the Unit Holder Member to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(41.7041(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent 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)(2l(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder Member in complete liquidation of such Unit HolderMember’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 specifically allocated to (a) the Unit Holders Members in accordance with their respective interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) applies, or to (b) the Unit Holder Member to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company assetProperty, pursuant to Code Section Sections 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 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 Unit Holder Member in complete liquidation of such Unit HolderMember’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 Unit Holders 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 Unit Holder Member to whom such distribution was made in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. 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 Regulations Section 1.704-1.704 1(b)(2)(iv)(m)(2) or 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 Unit Holder in complete liquidation of such Unit Holder’s '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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1.704 1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1.704 1(b)(2)(iv)(m)(4) applies.