Common use of Section 754 Adjustments Clause in Contracts

Section 754 Adjustments. To the extent an adjustment of the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Section Sections 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), ) to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent accordance with the manner in which their Capital Accounts are required to be adjusted pursuant to such section requirements of the Treasury RegulationsRegulation Section 1.704-1(b)(2)(iv)(m).

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset asset, pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent accordance with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury RegulationsRegulations Section 1.704-1(b)(2)(iv)(m).

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company Partnership asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, 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 Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To Pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to under Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), required to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury RegulationsRegulation.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), required to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated treated, as provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), as an item of gain Net Profit (if the adjustment increases the basis of the asset) or loss Net Loss (if the adjustment decreases such basis) and such gain Net Profit or loss Net Loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m1(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, 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 among the Members in a manner consistent with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any asset of the Company asset pursuant to under Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basisthe basis of the asset) and such that gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such that section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section Regulations ss. 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain profit (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain profit or loss shall be specially allocated to the Members Member in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset Asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of ----------------------- the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.7041,704-1(b)(2)(iv)(ml(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, 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 among the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any asset of the Company asset pursuant to under Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to under Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall will be treated as an item of gain (if the adjustment increases the basis of the Company asset) or loss (if the adjustment decreases such basis) and such that gain or loss shall will be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such under that section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset Asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, 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 Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company Partnership asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accountscapital accounts, the amount of such adjustment to the Capital Accounts 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 Venturer in a manner consistent with the manner in which their Capital Accounts capital accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the ), Code Section 732(d), or Code Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury RegulationsRegulation.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Section § 734(b) of the Code or Section § 743(b) of the Code is required, pursuant to Treasury Regulation Section Regulations § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain Net Profit (if the adjustment increases the basis of the asset) or loss Net Loss (if the adjustment decreases such basis) and such gain Net Profit or loss Net Loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset asset, pursuant to Section Code §§ 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section Regulations § 1.704-1(b)(2)(iv)(m1(b)(2)(iv)(m)(2) or Regulations § 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulationsprovisions.

Section 754 Adjustments. To the extent an any adjustment of to the adjusted tax basis of any asset of the Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1.704- 1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) ), and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations. An election under Code Section 754 shall be made by the Company only with the consent of the Principals.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code or Section 743(b743(c) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury RegulationsRegulations Section 1.704-1(b)(2)(iv)(m).

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Section Code Sections 732, 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Treas. Reg. Section 1.704-1(b)(2)(iv)(m1 (b)(2) (iv) (m)(2) or (4), to be taken into account in determining Capital Accountscapital accounts, the amount of such adjustment to the Capital Accounts capital accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts capital accounts are required to be adjusted pursuant to such section Sections of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accountscapital accounts, the amount of such adjustment to the Capital Accounts capital accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.. ​

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accountscapital accounts, the amount of such adjustment to the Capital Accounts 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 Member in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset Property pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section Reg. ss. 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, 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 Member(s) in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), ) to be taken into account in determining Capital Accounts, 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 Member in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury RegulationsRegulation.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to under Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), required to be taken into account in determining Capital AccountsAccounts under the Section 704(b) Regulations, the amount of such the adjustment to the 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 the basis) ), and such the gain or loss shall will be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of under the Treasury Section 704(b) Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the 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 basis) and such gain or loss shall will be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the ----------------------- adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the 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 basis) and such gain or loss shall will be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company Group asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury RegulationsRegulation.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset property pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section Reg. §1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, 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 Member(s) in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain Net Profit (if the adjustment increases the basis of the asset) or loss Net Loss (if the adjustment decreases such basis) and such gain Net Profit or loss Net Loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset asset, pursuant to Code Section 734(b) of the or Code or Section 743(b) of the ), upon an election pursuant to Code Section 754, is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent accordance with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulationsunder Regulations Section 1.704-1(b)(2)(iv)(m).

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Section Sections 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704I.704-1(b)(2)(iv)(m)l(b)(2)(iv)(m) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent that the Company makes an election pursuant to Code Section 754, the amount of any adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the Code or Section 743(b) of the Code that is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, 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 basisthe basis of the asset) and such the gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury RegulationsRegulations Section.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b734 (b) of the or Code or Section 743(b743 (b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m1 (b)(2)(iv)(m)(2) or (4), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent accordance with their Member Interests in the manner Company in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.event IRS Regulation Section 1.704-1(b)(2)(iv)(m)

Section 754 Adjustments. To the extent an adjustment of the ----------------------- adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accountscapital accounts, the amount of such adjustment to the Capital Accounts capital accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset Asset pursuant to Section section 734(b) of the Code or Section section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704Treas. Reg. ss.1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, 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 item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.

Section 754 Adjustments. To the extent an any adjustment of to the adjusted tax basis of any asset of the Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) ), and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset property pursuant to Section Sections 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(ml(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall will be treated as an item of gain (if the adjustment increases the basis of the assetproperty) or loss (if the adjustment decreases such basisproperty) and such gain or loss shall will be specially allocated to among the Members Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury RegulationsRegulations Section 1.704-1(b)(2)(iv)(m).

Section 754 Adjustments. To the extent an adjustment of to the ----------------------- adjusted tax basis of any Company asset pursuant to Section Code (S) 734(b) of the or Code or Section (S) 743(b) of the Code is required, required pursuant to Treasury Regulation Section Treas. Reg. (S) 1.704-1(b)(2)(iv)(m), ) to be taken into account in determining Capital Accounts, 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 Member in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury RegulationsRegulation.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset Property pursuant to Section Sections 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall will 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 will be specially allocated to the Members Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)) of the IRS Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury IRS Regulations.

Section 754 Adjustments. To the extent an any adjustment of to the adjusted tax basis of any asset of the Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) ), and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations. An election under Code Section 754 shall be made by the Company only with the consent of the Principals.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code or Section 743(b) of the Internal Revenue Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such the adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) ), and such the gain or loss shall be specially allocated to the Members Interest Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Section § 734(b) of the Code or Section § 743(b) of the Code and the regulations promulgated thereunder is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), required to be taken into account in determining Capital Accountscapital accounts, the amount of such adjustment to the Capital Accounts capital accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts capital accounts are required to be adjusted pursuant to such section of the Treasury Regulationsregulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Section Code Sections 732, 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section Regulations Sections 1.704-1(b)(2)(iv)(m1(b)(2)(iv)(m)(2) or (4), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 732(d), Code Section 734(b) of the or Code or Section 743(b) of the Code is required, required pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), as the case may be, to be taken into account in determining Capital Accounts, 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 assetassets) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent accordance with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulationsunder Regulations Section 1.704-1(b)(2)(iv)(m).

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset Asset, pursuant to Code Section 734(b) of the or Code or Section 743(b) of the ), upon an election pursuant to Code Section 754, is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent accordance with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulationsunder Regulations Section 1.704-1(b)(2)(iv)(m).

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code or Section 743(b743(c) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) ), and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury RegulationsRegulations Section 1.704-1 (b)(2)(iv)(rn).

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Section Code § 734(b) of the or Code or Section § 743(b) of the Code is required, pursuant to Treasury Regulation Section § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital AccountsAccounts as the result of a distribution to a Member in complete liquidation of such Member’s interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(ml(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, 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 item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain Net Profit (if the adjustment increases the basis of the asset) or loss Net Loss (if the adjustment decreases such basis) and such gain or loss item shall be specially allocated to the Members in a manner consistent with the manner in which their SOUTHWEST Capital Accounts are required to Lo be adjusted pursuant to such section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) ), and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, Accounts the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury RegulationsRegulation.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the Code or Section 743(b) of the Code is required, required pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), ) to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) ), and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in that which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury RegulationsRegulations Section 1.704-1(b)(2)(iv)(m).

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the Code or (including any such adjustments pursuant to Regulations Section 743(b1.734-2(b)(1)) of the Code is required, pursuant to Treasury Regulation Section Regulations Sections 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, 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 and Interest Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Section § 734(b) of the Code or Section § 743(b) of the Code is required, pursuant to Treasury Regulation Section Regulations § 1.704-1(b)(2)(iv)(m1 (b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain Net Profit (if the adjustment increases the basis of the asset) or loss Net Loss (if the adjustment decreases such basis) and such gain Net Profit or loss Net Loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain Net Profit (if the adjustment increases the basis of the asset) or loss Net Loss (if the adjustment decreases such basis) and such gain or loss item shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section Section of the Treasury Regulations.. PARENT LLC

Section 754 Adjustments. To the extent an adjustment of to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the Code or Section 743(b) of the Code is required, required pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), ) to be taken into account in determining Capital Accounts, the amount of such adjustment to the 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 basis) ), and such gain or loss shall will be specially allocated to the Members in a manner consistent with the manner in that which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury RegulationsRegulations Section 1.704-1(b)(2)(iv)(m).