Common use of Special Allocation Rules Clause in Contracts

Special Allocation Rules. The following allocation rules shall apply notwithstanding any other provisions of Sections 4.02 and 4.03, and the other provisions of Sections 4.02 and 4.03 shall be applied only after giving effect to the following rules. In the event there is a conflict between any of the following rules, the earlier listed rule shall govern. (a) If in any Fiscal Year there is a net increase during such year in the amount of Minimum Gain attributable to Member Nonrecourse Debts, the Member(s) that bear the economic risk of loss with respect thereto (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company loss or deduction in an amount equal to the excess of (i) the amount of such net increase, over (ii) the aggregate amount of any distributions during such Fiscal Year to such Member(s) of the proceeds of such debt that are allocable to such increase in Minimum Gain. Items to be so allocated shall be determined in accordance with Regulations section 1.704-1T(b)(4)(iv)(h). (b) If in any Fiscal Year there is a net decrease in the Company's Minimum Gain attributable to Nonrecourse Liabilities during such Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in proportion to, and to the extent of, an amount equal to the greater of the following: (i) the portion of such Member's share of the net decrease in such Minimum Gain during such Fiscal Year (as such share is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(f)) that is allocable to the disposition of Company property subject to one or more Nonrecourse Liabilities (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(e)(2)); or (ii) such Member's Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705(a)(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(e). (c) If in any Fiscal Year there is a net decrease in the Company's Minimum Gain attributable to Member Nonrecourse Debts during such Fiscal Year, the Member(s) that bear the economic risk of loss with respect to such Member Nonrecourse Debts (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in an amount equal to the greater of the following: (i) the net decrease in such Minimum Gain during such Fiscal Year that is allocable to the disposition of Company property subject to one or more Member Nonrecourse Debts (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(h)(6)); or (ii) such Member's (Members') Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705.1.(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(h)(6). (d) For purposes of allocating Company Nonrecourse Liabilities among the Members pursuant to Regulations section 1.752-1T(a)(2)(i), the respective interests of the Members in Company profits shall be equal to their respective Percentage Interests. (e) A Member shall not be allocated any amount of deduction or loss (including Net Loss and Book Tax Loss) to the extent such allocation would give rise to or increase an Excess Negative Balance in such Member's Capital Account. (f) In the event a Member receives with respect to a Fiscal Year an adjustment, allocation, or distribution described in subparagraphs (4), (5), and (6) of Regulations section 1.704-1(b)(2)(ii)(d) that results in such Member having an Excess Negative Balance in its Capital Account, such Member shall be allocated for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) items of income or gain in an amount and manner sufficient to eliminate such Excess Negative Balance as promptly as possible, as provided in Regulations section 1.704-1(b)(2)(ii)(d). (g) In the event that any fees, interest, or other amounts paid to a Member or affiliate of a Member pursuant to this Agreement or to any agreement between the Company and the Member or affiliate providing for the payment of such amounts, and deducted by the Company, whether in reliance on sections 162, 163, 707(a), and/or 707(c) of the Code or otherwise, on its federal income tax return are disallowed as deductions to the Company in or with respect to the Fiscal Year for which such amounts are claimed and are treated as Company distributions, then: (i) the Net Income or Net Loss, as the case may be, for the Fiscal Year in or with respect to which such fees, interest, or other amounts were paid shall be increased or decreased, as the case may be, by the amount of such deduction that is so disallowed and treated as a Company distribution; and (ii) there shall be allocated to the Member who received (or whose affiliate received) such payments, prior to the allocations pursuant to Sections 4.02 and 4.02(b), an amount of gross income of the Company for the Fiscal Year in or with respect to which such claimed deduction was disallowed, equal to the amount of such deduction that was so disallowed and treated as a Company distribution. (h) Except as otherwise specifically provided in this Agreement and as provided in the next sentence below, the distributive share of a Member of each specific deduction and item of income, gain, loss, and credit of the Company for federal income tax purposes for any Fiscal Year shall be the same as such Member's proportionate share (determined as set forth in Section 4.02 and 4.03) of Net Income, Net Loss, Book Tax Gain, or Book Tax Loss, as the case may be, for such Fiscal Year. Notwithstanding the foregoing, any income recognized pursuant to sections 1245 and 1250 of the Code and any investment credit recapture recognized pursuant to section 47 of the Code shall be allocated among the Members in the same proportions as the depreciation deductions and investment credits giving rise to such income or recapture were allocated among such Members and their respective predecessors in interest. (i) It is the intent of the Members that each Member's distributive share of income, gain, loss, and credit (or items thereof) shall be determined and allocated in each Fiscal Year in accordance with this Section 4.07 to effect the distributions in the manner contemplated by Sections 4.05 and 4.06 to the extent permitted by Code section 704(b) and the applicable Regulations. In order to achieve the contemplated distributions provided for in Sections 4.05 and 4.06, the Managing Member is authorized and directed to allocate income, gain, loss, and credit (or items thereof) with respect to any Fiscal Year in a manner different from that otherwise provided for in this Section 4.07 if, and to the extent that, allocating income, gain, loss, and credit (or items thereof) in a manner provided for in this Section 4.07 either would not achieve the intended economic result desired by the Members or would not be respected under Code section 704(b) (referred to as a "new allocation"). The Managing Member is authorized to make a new allocation under this Section 4.07(i) only after having determined both (i) that the new allocation either more accurately effects the distributions contemplated by the Members as set forth in Section 4.05 and 4.06 or is not inconsistent with those distributions and (ii) that the new allocation will not have a material adverse effect on the economic interests of the Members (including, without limitation, causing them to recognize income that they would not otherwise be required to recognize or to lose the benefit of deductions that they otherwise would have been permitted to recognize). New allocations by the Managing Member in accordance with this Section 4.07(i) shall not require the consent of the other Members.

Special Allocation Rules. The following allocation rules shall apply notwithstanding any other the provisions of Sections 4.02 4.1 and 4.034.2 of this Addendum, and the other provisions of Sections 4.02 4.1 and 4.03 4.2 of this Addendum shall be applied only after giving effect to the following rules. In the event there is a conflict between any of the following rules, the earlier listed rule shall govern. (a) If in any Nonrecourse Deductions for a Fiscal Year there shall be allocated to the Members in the same manner as Net Loss is a net increase during such year allocated pursuant to Section 4.2 of this Addendum. In accordance with Regulations sections 1.704 -2(f), (g) and (j), upon the recapture (or other reversal) of Nonrecourse Deductions, items of income or gain of the LLC shall be allocated to the Members in proportion to the amount of Minimum Gain attributable such Nonrecourse Deductions previously allocated to them pursuant to the preceding sentence (and not previously recaptured pursuant to this sentence). With respect to a liability (or portion thereof) of the LLC that is considered nonrecourse for purposes of Regulations section 1.1001 -2 but with respect to which a Member Nonrecourse Debts, the Member(sbears (or is deemed to bear) that bear the economic risk of loss under Regulations section 1.752 -2, deductions associated with respect thereto such liability (and the recapture or other reversal of such deductions) shall be allocated in accordance with Regulations section 1.704 -2(i) and (j). (b) For purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the LLC within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company loss or deduction in an amount equal to the excess of (i) the amount of such net increase, over (ii) the aggregate amount of any distributions during such Fiscal Year to such Member(s) of the proceeds of such debt that are allocable to such increase in Minimum Gain. Items to be so allocated shall be determined in accordance with Regulations section 1.704-1T(b)(4)(iv)(h). (b) If in any Fiscal Year there is a net decrease in the Company's Minimum Gain attributable to Nonrecourse Liabilities during such Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in proportion to, and to the extent of, an amount equal to the greater of the following: (i) the portion of such Member's share of the net decrease in such Minimum Gain during such Fiscal Year (as such share is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(f)) that is allocable to the disposition of Company property subject to one or more Nonrecourse Liabilities (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(e)(2)); or (ii) such Member's Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705(a)(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(e). (c) If in any Fiscal Year there is a net decrease in the Company's Minimum Gain attributable to Member Nonrecourse Debts during such Fiscal Year, the Member(s) that bear the economic risk of loss with respect to such Member Nonrecourse Debts (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in an amount equal to the greater of the following: (i) the net decrease in such Minimum Gain during such Fiscal Year that is allocable to the disposition of Company property subject to one or more Member Nonrecourse Debts (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(h)(6)); or (ii) such Member's (Members') Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705.1.(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(h)(6). (d) For purposes of allocating Company Nonrecourse Liabilities among the Members pursuant to Regulations section 1.752-1T(a)(2)(i1.752 -3(a)(3), the respective interests of the Members in Company LLC profits shall be equal to their respective Percentage LLC Interests. (e) A Member shall not be allocated any amount of deduction or loss (including Net Loss and Book Tax Loss) to the extent such allocation would give rise to or increase an Excess Negative Balance in such Member's Capital Account. (fc) In the event a Member receives with respect to a Fiscal Year an adjustment, allocation, or distribution described in subparagraphs (4), (5), and or (6) of Regulations section 1.704-1(b)(2)(ii)(d1.704 -1(b)(2)(ii)(d) that results causes or increases an Excess Deficit Balance in such Member having an Excess Negative Balance in its Member’s Capital Account, such Member shall be specially allocated for such Fiscal Year (and, if necessary, for in subsequent Fiscal Years) items of income or and gain in an amount and manner sufficient to eliminate such Excess Negative Deficit Balance as promptly as possible, . Items to be so allocated shall be determined and the allocations made as provided in Regulations section 1.704-1(b)(2)(ii)(d1.704 -1(b)(2)(ii)(d). (gd) No Net Loss or LLC deductions for any Fiscal Year shall be allocated to any Member to the extent such allocation would cause or increase an Excess Deficit Balance in such Member’s Capital Account. (e) In the event that any fees, interest, or other amounts paid to a Member or affiliate of a Member pursuant to this Agreement the Agreement, or to any agreement between the Company LLC and the Member or affiliate providing for the payment of such amounts, and deducted by the CompanyLLC, whether in reliance on sections 162, 163, 707(a), and/or 707(c) of the Code or otherwise, on its federal income tax return for the Fiscal Year in or with respect to which such amounts are claimed, are disallowed as deductions to the Company in or with respect to the Fiscal Year for which such amounts are claimed LLC and are treated as Company LLC distributions, then: (i) the Net Income or Net Loss, as the case may be, for the Fiscal Year in or with respect to which such fees, interest, or other amounts were paid deduction was claimed shall be increased or decreased, as the case may be, by the amount of such deduction that is so disallowed and treated as a Company an LLC distribution; and (ii) there shall be allocated to the Member who received (or whose affiliate received) such payments, prior to the allocations pursuant to Sections 4.02 4.1 and 4.02(b)4.2 of this Addendum, an amount of gross income of the Company LLC for the Fiscal Year in or with respect to which such claimed deduction was disallowed, disallowed equal to the amount of such deduction that was is so disallowed and treated as a Company an LLC distribution. (hf) Except as otherwise specifically provided If there is a net decrease in this Agreement “partnership minimum gain” (within the meaning of Regulations section 1.704 -2(d)) for a Fiscal Year, there shall be allocated to each Member items of income and as provided in the next sentence below, the distributive gain for such Fiscal Year equal to that Member’s share of a Member the net decrease in partnership minimum gain (within the meaning of each specific deduction and item of incomeRegulations section 1.704 -2(g)(2)), gain, loss, and credit of subject to the Company for federal income tax purposes for any Fiscal Year shall be the same as such Member's proportionate share (determined as exceptions set forth in Regulations section 1.704 -2(f)(2), (3) and (5). If the application of this minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members, the LLC shall request a waiver of the requirement pursuant to Regulations section 1.704 -2(f)(4). This provision is intended to be a “minimum gain chargeback” provision as described in Regulations section 1.704 -2(f) and shall be interpreted and applied in accordance with such section. (g) If there is a net decrease in “partner nonrecourse debt minimum gain” (within the meaning of Regulations section 1.704 -2(i)(3)) for a Fiscal Year, then in addition to the amounts allocated in accordance with Section 4.02 and 4.034.3(g) of Net Incomethis Addendum, Net Lossif any, Book Tax Gain, or Book Tax Loss, there shall be allocated to each Member with a share of such “partner nonrecourse debt minimum gain”(determined in accordance with Regulations section 1.704 -2(i)(5)) as of the case may be, beginning of the Fiscal Year items of income and gain for such Fiscal YearYear (and, if necessary, for subsequent Fiscal Years) equal to that Member’s share of the net decrease in partner nonrecourse debt minimum gain, subject to the exceptions set forth in Regulations section 1.704 -2(i)(4). Notwithstanding If the foregoingapplication of this minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members, any income recognized the LLC shall request a waiver of the requirement pursuant to Regulations sections 1245 1.704 -2(f)(4) and 1250 1.704 -2(i)(4). This provision is intended to be a “chargeback of the Code partner nonrecourse debt minimum gain” provision as described in Regulations section 1.704 -2(i)(4) and any investment credit recapture recognized pursuant to section 47 of the Code shall be allocated among the Members in the same proportions as the depreciation deductions interpreted and investment credits giving rise to such income or recapture were allocated among such Members and their respective predecessors in interest. (i) It is the intent of the Members that each Member's distributive share of income, gain, loss, and credit (or items thereof) shall be determined and allocated in each Fiscal Year applied in accordance with this Section 4.07 to effect the distributions in the manner contemplated by Sections 4.05 and 4.06 to the extent permitted by Code section 704(b) and the applicable Regulations. In order to achieve the contemplated distributions provided for in Sections 4.05 and 4.06, the Managing Member is authorized and directed to allocate income, gain, loss, and credit (or items thereof) with respect to any Fiscal Year in a manner different from that otherwise provided for in this Section 4.07 if, and to the extent that, allocating income, gain, loss, and credit (or items thereof) in a manner provided for in this Section 4.07 either would not achieve the intended economic result desired by the Members or would not be respected under Code section 704(b) (referred to as a "new allocation"). The Managing Member is authorized to make a new allocation under this Section 4.07(i) only after having determined both (i) that the new allocation either more accurately effects the distributions contemplated by the Members as set forth in Section 4.05 and 4.06 or is not inconsistent with those distributions and (ii) that the new allocation will not have a material adverse effect on the economic interests of the Members (including, without limitation, causing them to recognize income that they would not otherwise be required to recognize or to lose the benefit of deductions that they otherwise would have been permitted to recognize). New allocations by the Managing Member in accordance with this Section 4.07(i) shall not require the consent of the other Memberssuch section.

Special Allocation Rules. The following allocation rules shall apply notwithstanding any other provisions 7.5.1 Any Member with a deficit Capital Account balance resulting in whole or in part from allocations of Sections 4.02 and 4.03, and the other provisions of Sections 4.02 and 4.03 shall be applied only after giving effect to the following rules. In the event there is a conflict between any of the following rules, the earlier listed rule shall govern. (a) If in any Fiscal Year there is a net increase during such year in the amount of Minimum Gain attributable to Member Nonrecourse Debts, the Member(s) that bear the economic risk of loss with respect thereto (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company loss or deduction (or item thereof) attributable to non-recourse debt which is secured by Company property shall, to the extent possible, be allocated income or gain (or item thereof) in an amount equal not less than the Minimum Gain at a time no later than the time at which the Minimum Gain is reduced below the sum of the deficit Capital Account balances. This section is intended and shall be interpreted to comply with the excess requirements of (iTreasury Regulation Section 1.704-2(f). 7.5.2 If any Member unexpectedly receives any adjustment, allocation,or distribution described in Sections 1.704-1(b)(2)(ii)(d)(4) the amount of such net increase, over (ii) the aggregate amount of any distributions during such Fiscal Year to such Member(sthrough 1.704-1(b)(2)(ii)(d)(6) of the proceeds of such debt that are allocable to such increase in Minimum Gain. Items to be so allocated shall be determined in accordance with Regulations section 1.704-1T(b)(4)(iv)(h). (b) If in any Fiscal Year there is which causes or increases a net decrease deficit in the Company's Minimum Gain attributable Member’s Capital Account as of the end of the tax year to Nonrecourse Liabilities during such Fiscal Yearwhich the adjustment, each Member shall be specially allocated allocation or distribution relates, items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in proportion to, and to the extent of, an amount equal to the greater of the following: (i) the portion of such Member's share of the net decrease in such Minimum Gain during such Fiscal Year (as such share is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(f)) that is allocable to the disposition of Company property subject to one or more Nonrecourse Liabilities (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(e)(2)); or (ii) such Member's Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705(a)(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(e). (c) If in any Fiscal Year there is a net decrease in the Company's Minimum Gain attributable to Member Nonrecourse Debts during such Fiscal Year, the Member(s) that bear the economic risk of loss with respect to such Member Nonrecourse Debts (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in an amount equal to the greater of the following: (i) the net decrease in such Minimum Gain during such Fiscal Year that is allocable to the disposition of Company property subject to one or more Member Nonrecourse Debts (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(h)(6)); or (ii) such Member's (Members') Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705.1.(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(h)(6). (d) For purposes of allocating Company Nonrecourse Liabilities among the Members pursuant to Regulations section 1.752-1T(a)(2)(i), the respective interests of the Members in Company profits shall be equal to their respective Percentage Interests. (e) A Member shall not be allocated any amount of deduction or loss (including Net Loss and Book Tax Loss) to the extent such allocation would give rise to or increase an Excess Negative Balance in such Member's Capital Account. (f) In the event a Member receives with respect to a Fiscal Year an adjustment, allocation, or distribution described in subparagraphs (4), (5), and (6) of Regulations section 1.704-1(b)(2)(ii)(d) that results in such Member having an Excess Negative Balance in its Capital Account, such Member shall be allocated for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) items of income or gain in an amount and manner sufficient to eliminate such Excess Negative Balance eliminate, to the extent required by the Regulations, the Capital Account deficit of the Member as promptly quickly as possible, provided that an allocation pursuant to this Section 7.5.2 shall be made if and only to the extent that the Member would have a Capital Account deficit after all other allocations provided for in Section 7.3 through 7.6 have been tentatively made as provided if this Section 7.5.2 were not in the Agreement. 7.5.3 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 Section 1.704-1(b)(2)(ii)(d1(b)(2)(iv)(m). (g) In , to be taken into account in determining Capital Accounts as the event that any fees, interest, or other amounts paid result of a distribution to a Member or affiliate in complete liquidation of a Member pursuant to this Agreement or to any agreement between the Company and the Member or affiliate providing for the payment of such amounts, and deducted by his Interest in the Company, whether the amount of 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 the basis) and the gain or loss shall be specially allocated to the Members in reliance a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations. 7.5.4 For purposes of determining the Profits, Losses or any other items allocable to any period, these other items shall be determined on sections 162a daily, 163monthly, 707(a)quarterly or other basis, and/or 707(c) as determined by the Manager using any permissible method under Section 706 of the Code or otherwiseand the Treasury Regulations hereunder. 7.5.5 Notwithstanding Section 7.3, on its federal income tax return are disallowed as deductions Profits and Losses, if any, allocable to the Company in or with respect period before the admission of any Members shall be allocated to the Fiscal Year Initial Member. Profits or Losses allocable to the period commencing with the admission of Members and all subsequent periods shall be allocated in accordance with Section 7.3. 7.5.6 Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, and any other allocations not otherwise provided for which such amounts are claimed and are treated shall be divided among the Members in the same proportions as Company distributions, then: (i) the Net Income they share Profits or Net LossLosses, as the case may be, for the Fiscal Year in or with respect year. 7.5.7 The Members are aware of the income tax consequences of the allocations made by this Article 7 and hereby agree to which such fees, interest, or other amounts were paid shall be increased or decreased, as the case may be, bound by the amount provisions of such deduction that is so disallowed this Article 7 in reporting their shares of Company Profits, Losses and treated as a Company distribution; and (ii) there shall be allocated to the Member who received (or whose affiliate received) such payments, prior to the allocations pursuant to Sections 4.02 and 4.02(b), an amount of gross income of the Company other allocable items for the Fiscal Year in or with respect to which such claimed deduction was disallowed, equal to the amount of such deduction that was so disallowed and treated as a Company distribution. (h) Except as otherwise specifically provided in this Agreement and as provided in the next sentence below, the distributive share of a Member of each specific deduction and item of income, gain, loss, and credit of the Company for federal income tax purposes for any Fiscal Year shall be the same as such Member's proportionate share (determined as set forth in Section 4.02 and 4.03) of Net Income, Net Loss, Book Tax Gain, or Book Tax Loss, as the case may be, for such Fiscal Year. Notwithstanding the foregoing, any income recognized pursuant to sections 1245 and 1250 of the Code and any investment credit recapture recognized pursuant to section 47 of the Code shall be allocated among the Members in the same proportions as the depreciation deductions and investment credits giving rise to such income or recapture were allocated among such Members and their respective predecessors in interestpurposes. (i) It is the intent of the Members that each Member's distributive share of income, gain, loss, and credit (or items thereof) shall be determined and allocated in each Fiscal Year in accordance with this Section 4.07 to effect the distributions in the manner contemplated by Sections 4.05 and 4.06 to the extent permitted by Code section 704(b) and the applicable Regulations. In order to achieve the contemplated distributions provided for in Sections 4.05 and 4.06, the Managing Member is authorized and directed to allocate income, gain, loss, and credit (or items thereof) with respect to any Fiscal Year in a manner different from that otherwise provided for in this Section 4.07 if, and to the extent that, allocating income, gain, loss, and credit (or items thereof) in a manner provided for in this Section 4.07 either would not achieve the intended economic result desired by the Members or would not be respected under Code section 704(b) (referred to as a "new allocation"). The Managing Member is authorized to make a new allocation under this Section 4.07(i) only after having determined both (i) that the new allocation either more accurately effects the distributions contemplated by the Members as set forth in Section 4.05 and 4.06 or is not inconsistent with those distributions and (ii) that the new allocation will not have a material adverse effect on the economic interests of the Members (including, without limitation, causing them to recognize income that they would not otherwise be required to recognize or to lose the benefit of deductions that they otherwise would have been permitted to recognize). New allocations by the Managing Member in accordance with this Section 4.07(i) shall not require the consent of the other Members.

Special Allocation Rules. The following allocation rules shall apply notwithstanding any other provisions 4.5.1: Any Member with a deficit Capital Account balance resulting in whole or in part from allocations of Sections 4.02 and 4.03, and the other provisions of Sections 4.02 and 4.03 shall be applied only after giving effect to the following rules. In the event there is a conflict between any of the following rules, the earlier listed rule shall govern. (a) If in any Fiscal Year there is a net increase during such year in the amount of Minimum Gain attributable to Member Nonrecourse Debts, the Member(s) that bear the economic risk of loss with respect thereto (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company loss or deduction (or item thereof) attributable to non-recourse debt which is secured by Company property shall, to the extent possible, be allocated income or gain (or item thereof) in an amount equal not less than the Minimum Gain at a time no later than the time at which the Minimum Gain is reduced below the sum of the deficit Capital Account balances. This section is intended and shall be interpreted to comply with the excess requirements of (iTreasury Regulation Section 1.704-2(f). 4.5.2: If any Member unexpectedly receives any adjustment, allocation,or distribution described in Sections 1.704-1(b)(2)(ii)(d)(4) the amount of such net increase, over (ii) the aggregate amount of any distributions during such Fiscal Year to such Member(sthrough 1.704-1(b)(2)(ii)(d)(6) of the proceeds of such debt that are allocable to such increase in Minimum Gain. Items to be so allocated shall be determined in accordance with Regulations section 1.704-1T(b)(4)(iv)(h). (b) If in any Fiscal Year there is which causes or increases a net decrease deficit in the Company's Minimum Gain attributable Member’s Capital Account as of the end of the tax year to Nonrecourse Liabilities during such Fiscal Yearwhich the adjustment, each Member shall be specially allocated allocation or distribution relates, items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in proportion to, and to the extent of, an amount equal to the greater of the following: (i) the portion of such Member's share of the net decrease in such Minimum Gain during such Fiscal Year (as such share is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(f)) that is allocable to the disposition of Company property subject to one or more Nonrecourse Liabilities (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(e)(2)); or (ii) such Member's Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705(a)(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(e). (c) If in any Fiscal Year there is a net decrease in the Company's Minimum Gain attributable to Member Nonrecourse Debts during such Fiscal Year, the Member(s) that bear the economic risk of loss with respect to such Member Nonrecourse Debts (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in an amount equal to the greater of the following: (i) the net decrease in such Minimum Gain during such Fiscal Year that is allocable to the disposition of Company property subject to one or more Member Nonrecourse Debts (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(h)(6)); or (ii) such Member's (Members') Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705.1.(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(h)(6). (d) For purposes of allocating Company Nonrecourse Liabilities among the Members pursuant to Regulations section 1.752-1T(a)(2)(i), the respective interests of the Members in Company profits shall be equal to their respective Percentage Interests. (e) A Member shall not be allocated any amount of deduction or loss (including Net Loss and Book Tax Loss) to the extent such allocation would give rise to or increase an Excess Negative Balance in such Member's Capital Account. (f) In the event a Member receives with respect to a Fiscal Year an adjustment, allocation, or distribution described in subparagraphs (4), (5), and (6) of Regulations section 1.704-1(b)(2)(ii)(d) that results in such Member having an Excess Negative Balance in its Capital Account, such Member shall be allocated for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) items of income or gain in an amount and manner sufficient to eliminate such Excess Negative Balance eliminate, to the extent required by the Regulations, the Capital Account deficit of the Member as promptly quickly as possible, provided that an allocation pursuant to this Section 7.5.2 shall be made if and only to the extent that the Member would have a Capital Account deficit after all other allocations provided for in Section 7.3 through 7.6 have been tentatively made as provided if this Section 7.5.2 were not in the Agreement. 4.5.3: 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 Section 1.704-1(b)(2)(ii)(d1(b)(2)(iv)(m). (g) In , to be taken into account in determining Capital Accounts as the event that any fees, interest, or other amounts paid result of a distribution to a Member or affiliate in complete liquidation of a Member pursuant to this Agreement or to any agreement between the Company and the Member or affiliate providing for the payment of such amounts, and deducted by his Interest in the Company, whether in reliance on sections 162, 163, 707(a), and/or 707(c) of the Code or otherwise, on its federal income tax return are disallowed as deductions to the Company in or with respect to the Fiscal Year for which such amounts are claimed and are treated as Company distributions, then: (i) the Net Income or Net Loss, as the case may be, for the Fiscal Year in or with respect to which such fees, interest, or other amounts were paid shall be increased or decreased, as the case may be, by the amount of such deduction that is so disallowed and the adjustment to the Capital Accounts shall be treated as a Company distribution; and an item of gain (iiif the adjustment increases the basis of the asset) there or loss (if the adjustment decreases the basis) and the gain or loss shall be specially allocated to the Member who received (or whose affiliate received) such payments, prior Members in a manner consistent with the manner in which their Capital Accounts are required to the allocations be adjusted pursuant to Sections 4.02 and 4.02(b), an amount of gross income such Section of the Company for the Fiscal Year in or with respect to which such claimed deduction was disallowed, equal to the amount of such deduction that was so disallowed and treated as a Company distributionRegulations. (h) Except as otherwise specifically provided in this Agreement and as provided in 4.5.4: For purposes of determining the next sentence belowProfits, the distributive share of a Member of each specific deduction and item of incomeLosses or any other items allocable to any period, gain, loss, and credit of the Company for federal income tax purposes for any Fiscal Year these other items shall be the same as such Member's proportionate share (determined as set forth in Section 4.02 and 4.03) of Net Incomeon a daily, Net Lossmonthly, Book Tax Gain, quarterly or Book Tax Lossother basis, as determined by the case may be, for such Fiscal Year. Notwithstanding the foregoing, Manager using any income recognized pursuant to sections 1245 and 1250 permissible method under Section 706 of the Code and any investment credit recapture recognized pursuant to section 47 of the Code shall be allocated among the Members in the same proportions as the depreciation deductions and investment credits giving rise to such income or recapture were allocated among such Members and their respective predecessors in interestTreasury Regulations hereunder. (i) It is the intent of the Members that each Member's distributive share of income, gain, loss, and credit (or items thereof) shall be determined and allocated in each Fiscal Year in accordance with this Section 4.07 to effect the distributions in the manner contemplated by Sections 4.05 and 4.06 to the extent permitted by Code section 704(b) and the applicable Regulations. In order to achieve the contemplated distributions provided for in Sections 4.05 and 4.06, the Managing Member is authorized and directed to allocate income, gain, loss, and credit (or items thereof) with respect to any Fiscal Year in a manner different from that otherwise provided for in this Section 4.07 if, and to the extent that, allocating income, gain, loss, and credit (or items thereof) in a manner provided for in this Section 4.07 either would not achieve the intended economic result desired by the Members or would not be respected under Code section 704(b) (referred to as a "new allocation"). The Managing Member is authorized to make a new allocation under this Section 4.07(i) only after having determined both (i) that the new allocation either more accurately effects the distributions contemplated by the Members as set forth in Section 4.05 and 4.06 or is not inconsistent with those distributions and (ii) that the new allocation will not have a material adverse effect on the economic interests of the Members (including, without limitation, causing them to recognize income that they would not otherwise be required to recognize or to lose the benefit of deductions that they otherwise would have been permitted to recognize). New allocations by the Managing Member in accordance with this Section 4.07(i) shall not require the consent of the other Members.

Special Allocation Rules. The following allocation rules shall apply notwithstanding any other provisions of Sections 4.02 6.2 and 4.036.3, and the other provisions of Sections 4.02 6.2 and 4.03 6.3 shall be applied only after giving effect to the following rules. In the event there is a conflict between any of the following rules, the earlier listed rule shall govern. (a) If in any Fiscal Year there is a net increase during such year in the amount of Minimum Gain attributable to Member Partner Nonrecourse Debts, the Member(sPartner(s) that bear the economic risk of loss with respect thereto (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company Partnership loss or deduction in an amount equal to the excess of (i) the amount of such net increase, over (ii) the aggregate amount of any distributions during such Fiscal Year to such Member(sPartner(s) of the proceeds of such debt that are allocable to such increase in Minimum Gain. Items to be so allocated shall be determined in accordance with Regulations section 1.704-1T(b)(4)(iv)(h). (b) If in any Fiscal Year there is a net decrease in the CompanyPartnership's Minimum Gain attributable to Nonrecourse Liabilities during such Fiscal Year, each Member Partner shall be specially allocated items of Company Partnership income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in proportion to, and to the extent of, an amount equal to the greater of the following: (i) the portion of such MemberPartner's share of the net decrease in such Minimum Gain during such Fiscal Year (as such share is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(f)) that is allocable to the disposition of Company Partnership property subject to one or more Nonrecourse Liabilities (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(e)(2)); or (ii) such MemberPartner's Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705(a)(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(e). (c) If in any Fiscal Year there is a net decrease in the CompanyPartnership's Minimum Gain attributable to Member Partner Nonrecourse Debts during such Fiscal Year, the Member(sPartner(s) that bear the economic risk of loss with respect to such Member Partner Nonrecourse Debts (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company Partnership income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in an amount equal to the greater of the following: (i) the net decrease in such Minimum Gain during such Fiscal Year that is allocable to the disposition of Company Partnership property subject to one or more Member Partner Nonrecourse Debts (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(h)(6)); or (ii) such MemberPartner's (MembersPartners') Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705.1.(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(h)(6). (d) For purposes of allocating Company Partnership Nonrecourse Liabilities among the Members Partners pursuant to Regulations section 1.752-1T(a)(2)(i), the respective interests of the Members Partners in Company Partnership profits shall be equal to their respective Percentage Interests. (e) A Member Partner shall not be allocated any amount of deduction or loss (including Net Loss and Book Tax Loss) to the extent such allocation would give rise to or increase an Excess Negative Balance in such MemberPartner's Capital Account. (f) In the event a Member Partner receives with respect to a Fiscal Year an adjustment, allocation, or distribution described in subparagraphs (4), (5), and (6) of Regulations section 1.704-1(b)(2)(ii)(d) that results in such Member Partner having an Excess Negative Balance in its Capital Account, such Member Partner shall be allocated for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) items of income or gain in an amount and manner sufficient to eliminate such Excess Negative Balance as promptly as possible, as provided in Regulations section 1.704-1(b)(2)(ii)(d). (g) In the event that any fees, interest, or other amounts paid to a Member Partner or affiliate of a Member Partner pursuant to this the Agreement or to any agreement between the Company Partnership and the Member Partner or affiliate providing for the payment of such amounts, and deducted by the CompanyPartnership, whether in reliance on sections 162, 163, 707(a), and/or 707(c) of the Code or otherwise, on its federal income tax return are disallowed as deductions to the Company Partnership in or with respect to the Fiscal Year for which such amounts are claimed and are treated as Company Partnership distributions, then: (i) the Net Income or Net Loss, as the case may be, for the Fiscal Year in or with respect to which such fees, interest, or other amounts were paid shall be increased or decreased, as the case may be, by the amount of such deduction that is so disallowed and treated as a Company Partnership distribution; and (ii) there shall be allocated to the Member Partner who received (or whose affiliate received) such payments, prior to the allocations pursuant to Sections 4.02 6.2(a) and 4.02(b6.3(b), an amount of gross income of the Company Partnership for the Fiscal Year in or with respect to which such claimed deduction was disallowed, equal to the amount of such deduction that was so disallowed and treated as a Company Partnership distribution. (h) Except as otherwise specifically provided in this Agreement and as provided in the next sentence below, the distributive share of a Member Partner of each specific deduction and item of income, gain, loss, and credit of the Company Partnership for federal income tax purposes for any Fiscal Year shall be the same as such MemberPartner's proportionate share (determined as set forth in Section 4.02 6.2 and 4.036.3) of Net Income, Net Loss, Book Tax Gain, or Book Tax Loss, as the case may be, for such Fiscal Year. Notwithstanding the foregoing, any income recognized pursuant to sections 1245 and 1250 of the Code and any investment credit recapture recognized pursuant to section 47 of the Code shall be allocated among the Members Partners in the same proportions as the depreciation deductions and investment credits giving rise to such income or recapture were allocated among such Members Partners and their respective predecessors in interest. (i) It is the intent of the Members Partners that each MemberPartner's distributive share of income, gain, loss, and credit (or items thereof) shall be determined and allocated in each Fiscal Year in accordance with this Section 4.07 6.7 to effect the distributions in the manner contemplated by Sections 4.05 6.5 and 4.06 6.6 to the extent permitted by Code section 704(b) and the applicable Regulations. In order to achieve the contemplated distributions provided for in Sections 4.05 6.5 and 4.066.6, the Managing Member General Partner is authorized and directed to allocate income, gain, loss, and credit (or items thereof) with respect to any Fiscal Year in a manner different from that otherwise provided for in this Section 4.07 6.7 if, and to the extent that, allocating income, gain, loss, and credit (or items thereof) in a manner provided for in this Section 4.07 6.7 either would not achieve the intended economic result desired by the Members Partners or would not be respected under Code section 704(b) (referred to as a "new allocation"). The Managing Member General Partner is authorized to make a new allocation under this Section 4.07(i6.7(i) only after having determined both (i) that the new allocation either more accurately effects the distributions contemplated by the Members Partners as set forth in Section 4.05 6.5 and 4.06 6.6 or is not inconsistent with those distributions and (ii) that the new allocation will not have a material adverse effect on the economic interests of the Members Partners (including, without limitation, causing them to recognize income that they would not otherwise be required to recognize or to lose the benefit of deductions that they otherwise would have been permitted to recognize). New allocations by the Managing Member General Partner in accordance with this Section 4.07(i6.7(i) shall not require the consent of the other MembersPartners.

Special Allocation Rules. The following allocation rules shall apply notwithstanding any other the provisions of Sections 4.02 4.1 and 4.034.2 of this Addendum, and the other provisions of Sections 4.02 4.1 and 4.03 4.2 of this Addendum shall be applied only after giving effect to the following rules. In the event there is a conflict between any of the following rules, the earlier listed rule shall govern. (a) If in any Nonrecourse Deductions for a Fiscal Year there is a net increase during such year shall be allocated to the Members in the amount same manner as Net Loss is allocated pursuant to Section 4.1 of Minimum Gain attributable to Member Nonrecourse Debts, the Member(s) that bear the economic risk of loss this Addendum. In accordance with respect thereto (within the meaning of Regulations section sections 1.704-1T(b)(4)(iv)(k)(12(f), (g) and (j), upon the recapture (or other reversal) of Nonrecourse Deductions, items of income or gain of the LLC shall be specially allocated items of Company loss or deduction in an amount equal to the excess of (i) Members in proportion to the amount of such net increase, over Nonrecourse Deductions previously allocated to them pursuant to the preceding sentence (ii) the aggregate amount of any distributions during such Fiscal Year and not previously recaptured pursuant to such Member(s) of the proceeds of such debt that are allocable to such increase in Minimum Gain. Items to be so allocated shall be determined in accordance with Regulations section 1.704-1T(b)(4)(iv)(hthis sentence). (b) If in any Fiscal Year there is a net decrease in the Company's Minimum Gain attributable to Nonrecourse Liabilities during such Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in proportion to, and to the extent of, an amount equal to the greater of the following: (i) the portion of such Member's share of the net decrease in such Minimum Gain during such Fiscal Year (as such share is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(f)) that is allocable to the disposition of Company property subject to one or more Nonrecourse Liabilities (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(e)(2)); or (ii) such Member's Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705(a)(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(e). (c) If in any Fiscal Year there is a net decrease in the Company's Minimum Gain attributable to Member Nonrecourse Debts during such Fiscal Year, the Member(s) that bear the economic risk of loss with respect to such Member Nonrecourse Debts (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in an amount equal to the greater of the following: (i) the net decrease in such Minimum Gain during such Fiscal Year that is allocable to the disposition of Company property subject to one or more Member Nonrecourse Debts (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(h)(6)); or (ii) such Member's (Members') Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705.1.(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(h)(6). (d) For purposes of allocating Company Nonrecourse Liabilities among the Members pursuant to Regulations section 1.752-1T(a)(2)(i), the respective interests of the Members in Company profits shall be equal to their respective Percentage Interests. (e) A Member shall not be allocated any amount of deduction or loss (including Net Loss and Book Tax Loss) to the extent such allocation would give rise to or increase an Excess Negative Balance in such Member's Capital Account. (f) In the event a Member receives with respect to a Fiscal Year an Accounting Period an adjustment, allocation, or distribution described in subparagraphs (4), (5), and or (6) of Regulations section 1.704-1(b)(2)(ii)(d) that results causes or increases an Adjusted Capital Account Deficit in such Member having an Excess Negative Balance in its Member’s Capital Account, such Member shall be specially allocated for such Fiscal Year Accounting Period (and, if necessary, for in subsequent Fiscal YearsAccounting Period) items of income or and gain in an amount and manner sufficient to eliminate such Excess Negative Balance Adjusted Capital Account Deficit as promptly as possible, . Items to be so allocated shall be determined and the allocations made as provided in Regulations section 1.704-1(b)(2)(ii)(d). (gc) No Net Loss or LLC deductions for any Fiscal Year shall be allocated to any Member to the extent such allocation would cause or increase an Adjusted Capital Account Deficit in such Member’s Capital Account, while any other Member has a positive Capital Account. (d) In the event that any fees, interest, or other amounts paid to a Member or affiliate of a Member pursuant to this Agreement the Agreement, or to any agreement between the Company LLC and the Member or affiliate providing for the payment of such amounts, and deducted by the CompanyLLC, whether in reliance on sections 162, 163, 707(a), and/or 707(c) of the Code or otherwise, on its federal income tax return for the Fiscal Year in or with respect to which such amounts are claimed, are disallowed as deductions to the Company in or with respect to the Fiscal Year for which such amounts are claimed LLC and are treated as Company LLC distributions, then: (i) the Net Income or Net Loss, as the case may be, for the Fiscal Year in or with respect to which such fees, interest, or other amounts were paid deduction was claimed shall be increased or decreased, as the case may be, by the amount of such deduction that is so disallowed and treated as a Company an LLC distribution; and (ii) there shall be allocated to the Member who received (or whose affiliate received) such payments, prior to the allocations pursuant to Sections 4.02 and 4.02(b)Section 4.1 of this Addendum, an amount of gross income of the Company LLC for the Fiscal Year in or with respect to which such claimed deduction was disallowed, disallowed equal to the amount of such deduction that was is so disallowed and treated as a Company an LLC distribution. (he) Except as otherwise specifically provided If there is a net decrease in this Agreement Partnership Minimum Gain for a Fiscal Year, there shall be allocated to each Member items of income and as provided in the next sentence below, the distributive gain for such Fiscal Year equal to that Member’s share of the net decrease in Partnership Minimum Gain (determined pursuant to Regulations section 1.704-2(g)(2)) in accordance with Regulations section 1.704-2(f). (f) If there is a net decrease in Partner Nonrecourse Debt Minimum Gain for a Fiscal Year, then there shall be allocated to each Member with a share of each specific deduction such Partner Nonrecourse Debt Minimum Gain (determined in accordance with Regulations section 1.704-2(i)(5)) as of the beginning of the Fiscal Year items of income and item gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) equal to that Member’s share of the net decrease in partner nonrecourse debt minimum gain, subject to the exceptions set forth in Regulations section 1.704-2(i)(4). (g) To the extent possible, all allocations pursuant to Sections 4.2(a) through (f) of this Addendum (“Regulatory Allocations”) shall be offset either with other Regulatory Allocations or with special allocations of other items of LLC income, gain, loss, and credit of the Company for federal income tax purposes for any Fiscal Year loss or deduction. Such offsetting allocations shall be made such that, after such offsetting allocations have been made, each Member’s Capital Account balance is as close as possible to the same as Capital Account balance such Member's proportionate share (determined as set forth in Section 4.02 Member would have had if the Regulatory Allocations had not been made and 4.03) of Net Income, Net Loss, Book Tax Gain, or Book Tax Loss, as the case may be, for such Fiscal Year. Notwithstanding the foregoing, any income recognized LLC had allocated all items pursuant to sections 1245 and 1250 of the Code and any investment credit recapture recognized pursuant to section 47 of the Code shall be allocated among the Members in the same proportions as the depreciation deductions and investment credits giving rise to such income or recapture were allocated among such Members and their respective predecessors in interest. (i) It is the intent of the Members that each Member's distributive share of income, gain, loss, and credit (or items thereof) shall be determined and allocated in each Fiscal Year in accordance with this Section 4.07 to effect the distributions in the manner contemplated by Sections 4.05 and 4.06 to the extent permitted by Code section 704(b) and the applicable Regulations4.1 hereof. In order to achieve the contemplated distributions provided for in Sections 4.05 and 4.06Where feasible, the Managing Member is authorized and directed to allocate income, gain, loss, and credit (or items thereof) with respect to any Fiscal Year in a manner different from that otherwise provided for in this Section 4.07 if, and to the extent determination of such offsetting allocations shall take into account future Regulatory Allocations that, allocating incomealthough not yet made, gain, loss, and credit (or items thereof) in a manner provided for in this Section 4.07 either would not achieve the intended economic result desired by the Members or would not be respected under Code section 704(b) (referred are likely to as a "new allocation"). The Managing Member is authorized to make a new allocation under this Section 4.07(i) only after having determined both (i) that the new allocation either more accurately effects the distributions contemplated by the Members as set forth in Section 4.05 and 4.06 or is not inconsistent with those distributions and (ii) that the new allocation will not have a material adverse effect on the economic interests of the Members (including, without limitation, causing them to recognize income that they would not otherwise be required to recognize or to lose the benefit of deductions that they otherwise would have been permitted to recognize). New allocations by the Managing Member in accordance with this Section 4.07(i) shall not require the consent of the offset other MembersRegulatory Allocations previously made.

Special Allocation Rules. The following allocation rules shall apply notwithstanding any other the provisions of Sections 4.02 4.1 and 4.034.2 of this Addendum, and the other provisions of Sections 4.02 4.1 and 4.03 4.2 of this Addendum shall be applied only after giving effect to the following rules. In the event there is a conflict between any of the following rules, the earlier listed rule shall govern. (a) If in any Nonrecourse Deductions for a Fiscal Year there is a net increase during such year shall be allocated to the Members in the amount same manner as Net Loss is allocated pursuant to Section 4.1 of Minimum Gain attributable to Member Nonrecourse Debts, the Member(s) that bear the economic risk of loss this Addendum. In accordance with respect thereto (within the meaning of Regulations section sections 1.704-1T(b)(4)(iv)(k)(12(f), (g) and (j), upon the recapture (or other reversal) of Nonrecourse Deductions, items of income or gain of the LLC shall be specially allocated items of Company loss or deduction in an amount equal to the excess of (i) Members in proportion to the amount of such net increase, over Nonrecourse Deductions previously allocated to them pursuant to the preceding sentence (ii) the aggregate amount of any distributions during such Fiscal Year and not previously recaptured pursuant to such Member(s) of the proceeds of such debt that are allocable to such increase in Minimum Gain. Items to be so allocated shall be determined in accordance with Regulations section 1.704-1T(b)(4)(iv)(hthis sentence). (b) If in any Fiscal Year there is a net decrease in the Company's Minimum Gain attributable to Nonrecourse Liabilities during such Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in proportion to, and to the extent of, an amount equal to the greater of the following: (i) the portion of such Member's share of the net decrease in such Minimum Gain during such Fiscal Year (as such share is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(f)) that is allocable to the disposition of Company property subject to one or more Nonrecourse Liabilities (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(e)(2)); or (ii) such Member's Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705(a)(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(e). (c) If in any Fiscal Year there is a net decrease in the Company's Minimum Gain attributable to Member Nonrecourse Debts during such Fiscal Year, the Member(s) that bear the economic risk of loss with respect to such Member Nonrecourse Debts (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in an amount equal to the greater of the following: (i) the net decrease in such Minimum Gain during such Fiscal Year that is allocable to the disposition of Company property subject to one or more Member Nonrecourse Debts (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(h)(6)); or (ii) such Member's (Members') Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705.1.(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(h)(6). (d) For purposes of allocating Company Nonrecourse Liabilities among the Members pursuant to Regulations section 1.752-1T(a)(2)(i), the respective interests of the Members in Company profits shall be equal to their respective Percentage Interests. (e) A Member shall not be allocated any amount of deduction or loss (including Net Loss and Book Tax Loss) to the extent such allocation would give rise to or increase an Excess Negative Balance in such Member's Capital Account. (f) In the event a Member receives with respect to a Fiscal Year an Accounting Period an adjustment, allocation, or distribution described in subparagraphs (4), (5), and or (6) of Regulations section 1.704-1(b)(2)(ii)(d) that results causes or increases an Adjusted Capital Account Deficit in such Member having an Excess Negative Balance in its Member's Capital Account, such Member shall be specially allocated for such Fiscal Year Accounting Period (and, if necessary, for in subsequent Fiscal YearsAccounting Period) items of income or and gain in an amount and manner sufficient to eliminate such Excess Negative Balance Adjusted Capital Account Deficit as promptly as possible, . Items to be so allocated shall be determined and the allocations made as provided in Regulations section 1.704-1(b)(2)(ii)(d). (gc) No Net Loss or LLC deductions for any Fiscal Year shall be allocated to any Member to the extent such allocation would cause or increase an Adjusted Capital Account Deficit in such Member's Capital Account, while any other Member has a positive Capital Account. (d) In the event that any fees, interest, or other amounts paid to a Member or affiliate of a Member pursuant to this Agreement the Agreement, or to any agreement between the Company LLC and the Member or affiliate providing for the payment of such amounts, and deducted by the CompanyLLC, whether in reliance on sections 162, 163, 707(a), and/or 707(c) of the Code or otherwise, on its federal income tax return for the Fiscal Year in or with respect to which such amounts are claimed, are disallowed as deductions to the Company in or with respect to the Fiscal Year for which such amounts are claimed LLC and are treated as Company LLC distributions, then: (i) the Net Income or Net Loss, as the case may be, for the Fiscal Year in or with respect to which such fees, interest, or other amounts were paid deduction was claimed shall be increased or decreased, as the case may be, by the amount of such deduction that is so disallowed and treated as a Company an LLC distribution; and (ii) there shall be allocated to the Member who received (or whose affiliate received) such payments, prior to the allocations pursuant to Sections 4.02 and 4.02(b)Section 4.1 of this Addendum, an amount of gross income of the Company LLC for the Fiscal Year in or with respect to which such claimed deduction was disallowed, disallowed equal to the amount of such deduction that was is so disallowed and treated as a Company an LLC distribution. (he) Except as otherwise specifically provided If there is a net decrease in this Agreement Partnership Minimum Gain for a Fiscal Year, there shall be allocated to each Member items of income and as provided in the next sentence below, the distributive gain for such Fiscal Year equal to that Member's share of the net decrease in Partnership Minimum Gain (determined pursuant to Regulations section 1.704-2(g)(2)) in accordance with Regulations section 1.704-2(f). (f) If there is a net decrease in Partner Nonrecourse Debt Minimum Gain for a Fiscal Year, then there shall be allocated to each Member with a share of each specific deduction such Partner Nonrecourse Debt Minimum Gain (determined in accordance with Regulations section 1.704-2(i)(5)) as of the beginning of the Fiscal Year items of income and item gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) equal to that Member's share of the net decrease in partner nonrecourse debt minimum gain, subject to the exceptions set forth in Regulations section 1.704-2(i)(4). (g) To the extent possible, all allocations pursuant to Sections 4.2(a) through (f) of this Addendum ("Regulatory Allocations") shall be offset either with other Regulatory Allocations or with special allocations of other items of LLC income, gain, loss, and credit of the Company for federal income tax purposes for any Fiscal Year loss or deduction. Such offsetting allocations shall be the same as made such Member's proportionate share (determined as set forth in Section 4.02 and 4.03) of Net Incomethat, Net Lossafter such offsetting allocations have been made, Book Tax Gain, or Book Tax Loss, as the case may be, for such Fiscal Year. Notwithstanding the foregoing, any income recognized pursuant to sections 1245 and 1250 of the Code and any investment credit recapture recognized pursuant to section 47 of the Code shall be allocated among the Members in the same proportions as the depreciation deductions and investment credits giving rise to such income or recapture were allocated among such Members and their respective predecessors in interest. (i) It is the intent of the Members that each Member's distributive share of income, gain, loss, and credit (or items thereof) shall be determined and allocated in each Fiscal Year in accordance with this Section 4.07 to effect the distributions in the manner contemplated by Sections 4.05 and 4.06 Capital Account balance is as close as possible to the extent permitted by Code section 704(b) Capital Account balance such Member would have had if the Regulatory Allocations had not been made and the applicable RegulationsLLC had allocated all items pursuant to Section 4.1 hereof. In order to achieve the contemplated distributions provided for in Sections 4.05 and 4.06Where feasible, the Managing Member is authorized and directed to allocate income, gain, loss, and credit (or items thereof) with respect to any Fiscal Year in a manner different from that otherwise provided for in this Section 4.07 if, and to the extent determination of such offsetting allocations shall take into account future Regulatory Allocations that, allocating incomealthough not yet made, gain, loss, and credit (or items thereof) in a manner provided for in this Section 4.07 either would not achieve the intended economic result desired by the Members or would not be respected under Code section 704(b) (referred are likely to as a "new allocation"). The Managing Member is authorized to make a new allocation under this Section 4.07(i) only after having determined both (i) that the new allocation either more accurately effects the distributions contemplated by the Members as set forth in Section 4.05 and 4.06 or is not inconsistent with those distributions and (ii) that the new allocation will not have a material adverse effect on the economic interests of the Members (including, without limitation, causing them to recognize income that they would not otherwise be required to recognize or to lose the benefit of deductions that they otherwise would have been permitted to recognize). New allocations by the Managing Member in accordance with this Section 4.07(i) shall not require the consent of the offset other MembersRegulatory Allocations previously made.

Special Allocation Rules. The following allocation rules shall apply notwithstanding any other the provisions of Sections 4.02 4.1, 4.2 and 4.034.3 of this Addendum, and the other provisions of Sections 4.02 4.1, 4.2 and 4.03 4.3 of this Addendum shall be applied only after giving effect to the following rules. In the event there is a conflict between any of the following rules, the earlier listed rule shall govern. (a) If in any Nonrecourse Deductions for a Fiscal Year there is a net increase during such year shall be allocated to the Members in the amount same manner as Net Loss is allocated pursuant to Section 4.1 of Minimum Gain attributable to Member Nonrecourse Debts, the Member(s) that bear the economic risk of loss this Addendum. In accordance with respect thereto (within the meaning of Regulations section sections 1.704-1T(b)(4)(iv)(k)(12(f), (g) and (j), upon the recapture (or other reversal) of Nonrecourse Deductions, items of income or gain of the LLC shall be specially allocated items of Company loss or deduction in an amount equal to the excess of (i) Members in proportion to the amount of such net increase, over Nonrecourse Deductions previously allocated to them pursuant to the preceding sentence (ii) the aggregate amount of any distributions during such Fiscal Year and not previously recaptured pursuant to such Member(s) of the proceeds of such debt that are allocable to such increase in Minimum Gain. Items to be so allocated shall be determined in accordance with Regulations section 1.704-1T(b)(4)(iv)(hthis sentence). (b) If in any Fiscal Year there is a net decrease in the Company's Minimum Gain attributable to Nonrecourse Liabilities during such Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in proportion to, and to the extent of, an amount equal to the greater of the following: (i) the portion of such Member's share of the net decrease in such Minimum Gain during such Fiscal Year (as such share is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(f)) that is allocable to the disposition of Company property subject to one or more Nonrecourse Liabilities (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(e)(2)); or (ii) such Member's Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705(a)(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(e). (c) If in any Fiscal Year there is a net decrease in the Company's Minimum Gain attributable to Member Nonrecourse Debts during such Fiscal Year, the Member(s) that bear the economic risk of loss with respect to such Member Nonrecourse Debts (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in an amount equal to the greater of the following: (i) the net decrease in such Minimum Gain during such Fiscal Year that is allocable to the disposition of Company property subject to one or more Member Nonrecourse Debts (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(h)(6)); or (ii) such Member's (Members') Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705.1.(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(h)(6). (d) For purposes of allocating Company Nonrecourse Liabilities among the Members pursuant to Regulations section 1.752-1T(a)(2)(i), the respective interests of the Members in Company profits shall be equal to their respective Percentage Interests. (e) A Member shall not be allocated any amount of deduction or loss (including Net Loss and Book Tax Loss) to the extent such allocation would give rise to or increase an Excess Negative Balance in such Member's Capital Account. (f) In the event a Member receives with respect to a Fiscal Year an Accounting Period an adjustment, allocation, or distribution described in subparagraphs (4), (5), and or (6) of Regulations section 1.704-1(b)(2)(ii)(d) that results causes or increases an Adjusted Capital Account Deficit in such Member having an Excess Negative Balance in its Member’s Capital Account, such Member shall be specially allocated for such Fiscal Year Accounting Period (and, if necessary, for in subsequent Fiscal YearsAccounting Period) items of income or and gain in an amount and manner sufficient to eliminate such Excess Negative Balance Adjusted Capital Account Deficit as promptly as possible, . Items to be so allocated shall be determined and the allocations made as provided in Regulations section 1.704-1(b)(2)(ii)(d). (gc) No Net Loss or LLC deductions for any Fiscal Year shall be allocated to any Member to the extent such allocation would cause or increase an Adjusted Capital Account Deficit in such Member’s Capital Account, while any other Member has a positive Capital Account. (d) In the event that any fees, interest, or other amounts paid to a Member or affiliate of a Member pursuant to this Agreement the Agreement, or to any agreement between the Company LLC and the Member or affiliate providing for the payment of such amounts, and deducted by the CompanyLLC, whether in reliance on sections 162, 163, 707(a), and/or 707(c) of the Code or otherwise, on its federal income tax return for the Fiscal Year in or with respect to which such amounts are claimed, are disallowed as deductions to the Company in or with respect to the Fiscal Year for which such amounts are claimed LLC and are treated as Company LLC distributions, then: (i) the Net Income or Net Loss, as the case may be, for the Fiscal Year in or with respect to which such fees, interest, or other amounts were paid deduction was claimed shall be increased or decreased, as the case may be, by the amount of such deduction that is so disallowed and treated as a Company an LLC distribution; and (ii) there shall be allocated to the Member who received (or whose affiliate received) such payments, prior to the allocations pursuant to Sections 4.02 4.1 and 4.02(b)4.2 of this Addendum, an amount of gross income of the Company LLC for the Fiscal Year in or with respect to which such claimed deduction was disallowed, disallowed equal to the amount of such deduction that was is so disallowed and treated as a Company an LLC distribution. (he) Except as otherwise specifically provided If there is a net decrease in this Agreement Partnership Minimum Gain for a Fiscal Year, there shall be allocated to each Member items of income and as provided in the next sentence below, the distributive gain for such Fiscal Year equal to that Member’s share of the net decrease in Partnership Minimum Gain (determined pursuant to Regulations section 1.704-2(g)(2)) in accordance with Regulations section 1.704-2(f). (f) If there is a net decrease in Partner Nonrecourse Debt Minimum Gain for a Fiscal Year, then there shall be allocated to each Member with a share of each specific deduction such Partner Nonrecourse Debt Minimum Gain (determined in accordance with Regulations section 1.704-2(i)(5)) as of the beginning of the Fiscal Year items of income and item gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) equal to that Member’s share of the net decrease in partner nonrecourse debt minimum gain, subject to the exceptions set forth in Regulations section 1.704-2(i)(4). (g) To the extent possible, all allocations pursuant to Sections 4.4(a) through (f) of this Addendum (“Regulatory Allocations”) shall be offset either with other Regulatory Allocations or with special allocations of other items of LLC income, gain, loss, and credit of the Company for federal income tax purposes for any Fiscal Year loss or deduction. Such offsetting allocations shall be made such that, after such offsetting allocations have been made, each Member’s Capital Account balance is as close as possible to the same as Capital Account balance such Member's proportionate share (determined as set forth in Section 4.02 Member would have had if the Regulatory Allocations had not been made and 4.03) of Net Income, Net Loss, Book Tax Gain, or Book Tax Loss, as the case may be, for such Fiscal Year. Notwithstanding the foregoing, any income recognized LLC had allocated all items pursuant to sections 1245 and 1250 of the Code and any investment credit recapture recognized pursuant to section 47 of the Code shall be allocated among the Members in the same proportions as the depreciation deductions and investment credits giving rise to such income or recapture were allocated among such Members and their respective predecessors in interest. (i) It is the intent of the Members that each Member's distributive share of income, gain, loss, and credit (or items thereof) shall be determined and allocated in each Fiscal Year in accordance with this Section 4.07 to effect the distributions in the manner contemplated by Sections 4.05 and 4.06 to the extent permitted by Code section 704(b) and the applicable Regulations4.1 hereof. In order to achieve the contemplated distributions provided for in Sections 4.05 and 4.06Where feasible, the Managing Member is authorized and directed to allocate income, gain, loss, and credit (or items thereof) with respect to any Fiscal Year in a manner different from that otherwise provided for in this Section 4.07 if, and to the extent determination of such offsetting allocations shall take into account future Regulatory Allocations that, allocating incomealthough not yet made, gain, loss, and credit (or items thereof) in a manner provided for in this Section 4.07 either would not achieve the intended economic result desired by the Members or would not be respected under Code section 704(b) (referred are likely to as a "new allocation"). The Managing Member is authorized to make a new allocation under this Section 4.07(i) only after having determined both (i) that the new allocation either more accurately effects the distributions contemplated by the Members as set forth in Section 4.05 and 4.06 or is not inconsistent with those distributions and (ii) that the new allocation will not have a material adverse effect on the economic interests of the Members (including, without limitation, causing them to recognize income that they would not otherwise be required to recognize or to lose the benefit of deductions that they otherwise would have been permitted to recognize). New allocations by the Managing Member in accordance with this Section 4.07(i) shall not require the consent of the offset other MembersRegulatory Allocations previously made.

Special Allocation Rules. The following allocation rules shall apply notwithstanding any other the provisions of Sections 4.02 sections 4.1 and 4.034.2 of this Addendum, and the other provisions of Sections 4.02 section 4.1 and 4.03 4.2 of this Addendum shall be applied only after giving effect to the following rules. In the event there is a conflict between any of the following rules, the earlier listed rule shall govern. (a) If in any Nonrecourse Deductions for a Fiscal Year there shall be allocated to the Members in the same manner as Net Loss is a net increase during such year allocated pursuant to section 4.2 of this Addendum. In accordance with Regulations sections 1.704-2(f), (g) and (j), upon the recapture (or other reversal) of Nonrecourse Deductions, items of income or gain of the LLC shall be allocated to the Members in proportion to the amount of Minimum Gain attributable such Nonrecourse Deductions previously allocated to them pursuant to the preceding sentence (and not previously recaptured pursuant to this sentence). With respect to a liability (or portion thereof) of the LLC that is considered nonrecourse for purposes of Regulations section 1. 1001-2 but with respect to which a Member Nonrecourse Debts, the Member(sbears (or is deemed to bear) that bear the economic risk of loss with respect thereto (within the meaning of under Regulations section 1.7041.752-1T(b)(4)(iv)(k)(1)2, deductions associated with such liability (and the recapture or other \\\DC - 64964/1 - 0871803.01 reversal of such deductions) shall be specially allocated items of Company loss or deduction in an amount equal to the excess of (i) the amount of such net increase, over (ii) the aggregate amount of any distributions during such Fiscal Year to such Member(s) of the proceeds of such debt that are allocable to such increase in Minimum Gain. Items to be so allocated shall be determined in accordance with Regulations section 1.704-1T(b)(4)(iv)(h2(i) and (j). (b) If in any Fiscal Year there is For purposes of determining a net decrease in the Company's Minimum Gain attributable to Nonrecourse Liabilities during such Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in proportion to, and to the extent of, an amount equal to the greater of the following: (i) the portion of such Member's proportionate share of the net decrease in such Minimum Gain during such Fiscal Year (as such share is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(f)) that is allocable to the disposition of Company property subject to one or more Nonrecourse Liabilities (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(e)(2)); or (ii) such Member's Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705(a)(2)(B) "excess nonrecourse liabilities" of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(e). (c) If in any Fiscal Year there is a net decrease in the Company's Minimum Gain attributable to Member Nonrecourse Debts during such Fiscal Year, the Member(s) that bear the economic risk of loss with respect to such Member Nonrecourse Debts (LLC within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in an amount equal to the greater of the following: (i) the net decrease in such Minimum Gain during such Fiscal Year that is allocable to the disposition of Company property subject to one or more Member Nonrecourse Debts (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(h)(6)); or (ii) such Member's (Members') Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705.1.(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(h)(6). (d) For purposes of allocating Company Nonrecourse Liabilities among the Members pursuant to Regulations section 1.752-1T(a)(2)(i3(a)(3), the respective interests of the Members in Company LLC profits shall be equal to their respective Percentage Interests. (e) A Member shall not be allocated any amount of deduction or loss (including Net Loss and Book Tax Loss) to the extent such allocation would give rise to or increase an Excess Negative Balance in such Member's Capital Account. (fc) In the event a Member unexpectedly receives with respect to a Fiscal Year an adjustment, allocation, or distribution described in subparagraphs (4), (5), and or (6) 69 of Regulations section 1.704-1(b)(2)(ii)(d) that results causes or increases an Excess Deficit Balance in such Member having an Excess Negative Balance in its Member's Capital Account, such Member shall be specially allocated for such Fiscal Year (and, if necessary, for in subsequent Fiscal Years) items of income or and gain in an amount and manner sufficient to eliminate such Excess Negative Deficit Balance as promptly as possible, . Items to be so allocated shall be determined and the allocations made as provided in Regulations section 1.704-1(b)(2)(ii)(d). (gd) No Net Loss or LLC deductions for any Fiscal Year shall be allocated to any Member to the extent such allocation would cause or increase an Excess Deficit Balance in such Member's Capital Account. (e) In the event that any fees, interest, or other amounts paid to a Member or affiliate Affiliate of a Member pursuant to this Agreement the Agreement, or to any agreement between the Company LLC and the Member or affiliate Affiliate providing for the payment of such amounts, and deducted by the CompanyLLC, whether in reliance on sections 162, 163, 707(a), and/or 707(c) of the Code or otherwise, on its federal income tax return for the Fiscal Year in or with respect to which such amounts are claimed, are disallowed as deductions to the Company in or with respect to the Fiscal Year for which such amounts are claimed LLC and are treated as Company LLC distributions, then: (i) the Net Income or Net Loss, as the case may be, for the Fiscal Year in or with respect to which such fees, interest, or other amounts were paid deduction was claimed shall be increased or decreased, as the case may be, by the amount of such deduction that is so disallowed and treated as a Company an LLC distribution; and (ii) there shall be allocated to the Member who received (or whose affiliate Affiliate received) such payments, prior to the allocations pursuant to Sections 4.02 sections 4.1 and 4.02(b)4.2 of this Addendum, an amount of gross income of the Company LLC for the Fiscal Year in or with respect to which such claimed deduction was disallowed, disallowed equal to the amount of such deduction that was is so disallowed and treated as a Company an LLC distribution. (h) Except as otherwise specifically provided in this Agreement and as provided in the next sentence below, the distributive share of a Member of each specific deduction and item of income, gain, loss, and credit of the Company for federal income tax purposes for any Fiscal Year shall be the same as such Member's proportionate share (determined as set forth in Section 4.02 and 4.03) of Net Income, Net Loss, Book Tax Gain, or Book Tax Loss, as the case may be, for such Fiscal Year. Notwithstanding the foregoing, any income recognized pursuant to sections 1245 and 1250 of the Code and any investment credit recapture recognized pursuant to section 47 of the Code shall be allocated among the Members in the same proportions as the depreciation deductions and investment credits giving rise to such income or recapture were allocated among such Members and their respective predecessors in interest. (i) It is the intent of the Members that each Member's distributive share of income, gain, loss, and credit (or items thereof) shall be determined and allocated in each Fiscal Year in accordance with this Section 4.07 to effect the distributions in the manner contemplated by Sections 4.05 and 4.06 to the extent permitted by Code section 704(b) and the applicable Regulations. In order to achieve the contemplated distributions provided for in Sections 4.05 and 4.06, the Managing Member is authorized and directed to allocate income, gain, loss, and credit (or items thereof) with respect to any Fiscal Year in a manner different from that otherwise provided for in this Section 4.07 if, and to the extent that, allocating income, gain, loss, and credit (or items thereof) in a manner provided for in this Section 4.07 either would not achieve the intended economic result desired by the Members or would not be respected under Code section 704(b) (referred to as a "new allocation"). The Managing Member is authorized to make a new allocation under this Section 4.07(i) only after having determined both (i) that the new allocation either more accurately effects the distributions contemplated by the Members as set forth in Section 4.05 and 4.06 or is not inconsistent with those distributions and (ii) that the new allocation will not have a material adverse effect on the economic interests of the Members (including, without limitation, causing them to recognize income that they would not otherwise be required to recognize or to lose the benefit of deductions that they otherwise would have been permitted to recognize). New allocations by the Managing Member in accordance with this Section 4.07(i) shall not require the consent of the other Members.\DC - 6496411 - 0871803.01

Special Allocation Rules. The following allocation rules shall apply notwithstanding any other provisions of Sections 4.02 6.2 and 4.036.3, and the other provisions of Sections 4.02 6.2 and 4.03 6.3 shall be applied only after giving effect to the following rules. In the event there is a conflict between any of the following rules, the earlier listed rule shall govern. (a) If in any Fiscal Year there is a net increase during such year in the amount of Minimum Gain attributable to Member Partner Nonrecourse Debts, the Member(sPartner(s) that bear the economic risk of loss with respect thereto (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company Partnership loss or deduction in an amount equal to the excess of (i) the amount of such net increase, over (ii) the aggregate amount of any distributions during such Fiscal Year to such Member(sPartner(s) of the proceeds of such debt that are allocable to such increase in Minimum Gain. Items to be so allocated shall be determined in accordance with Regulations section 1.704-1T(b)(4)(iv)(h). (b) If in any Fiscal Year there is a net decrease in the Company's Partnership’s Minimum Gain attributable to Nonrecourse Liabilities during such Fiscal Year, each Member Partner shall be specially allocated items of Company Partnership income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in proportion to, and to the extent of, an amount equal to the greater of the following: (i) the portion of such Member's Partner’s share of the net decrease in such Minimum Gain during such Fiscal Year (as such share is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(f)) that is allocable to the disposition of Company Partnership property subject to one or more Nonrecourse Liabilities (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(e)(2)); or (ii) such Member's Partner’s Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705(a)(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(e). (c) If in any Fiscal Year there is a net decrease in the Company's Partnership’s Minimum Gain attributable to Member Partner Nonrecourse Debts during such Fiscal Year, the Member(sPartner(s) that bear the economic risk of loss with respect to such Member Partner Nonrecourse Debts (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company Partnership income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in an amount equal to the greater of the following: (i) the net decrease in such Minimum Gain during such Fiscal Year that is allocable to the disposition of Company Partnership property subject to one or more Member Partner Nonrecourse Debts (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(h)(6)); or (ii) such Member's Partner’s (Members'Partners’) Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705.1.(2)(B705.1(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(h)(6). (d) For purposes of allocating Company Partnership Nonrecourse Liabilities among the Members Partners pursuant to Regulations section 1.752-1T(a)(2)(i), the respective interests of the Members Partners in Company Partnership profits shall be equal to their respective Percentage Interests. (e) A Member Partner shall not be allocated any amount of deduction or loss (including Net Loss and Book Tax Loss) to the extent such allocation would give rise to or increase an Excess Negative Balance in such Member's Partner’s Capital Account. (f) In the event a Member Partner receives with respect to a Fiscal Year an adjustment, allocation, or distribution described in subparagraphs (4), (5), and (6) of Regulations section 1.704-1(b)(2)(ii)(d) that results in such Member Partner having an Excess Negative Balance in its Capital Account, such Member Partner shall be allocated for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) items of income or gain in an amount and manner sufficient to eliminate such Excess Negative Balance as promptly as possible, as provided in Regulations section 1.704-1(b)(2)(ii)(d). (g) In the event that any fees, interest, or other amounts paid to a Member Partner or affiliate of a Member Partner pursuant to this the Agreement or to any agreement between the Company Partnership and the Member Partner or affiliate providing for the payment of such amounts, and deducted by the CompanyPartnership, whether in reliance on sections 162, 163, 707(a), and/or 707(c) of the Code or otherwise, on its federal income tax return are disallowed as deductions to the Company Partnership in or with respect to the Fiscal Year for which such amounts are claimed and are treated as Company Partnership distributions, then: (i) the Net Income or Net Loss, as the case may be, for the Fiscal Year in or with respect to which such fees, interest, or other amounts were paid shall be increased or decreased, as the case may be, by the amount of such deduction that is so disallowed and treated as a Company Partnership distribution; and (ii) there shall be allocated to the Member Partner who received (or whose affiliate received) such payments, prior to the allocations pursuant to Sections 4.02 6.2(a) and 4.02(b6.2(b), an amount of gross income of the Company Partnership for the Fiscal Year in or with respect to which such claimed deduction was disallowed, equal to the amount of such deduction that was so disallowed and treated as a Company Partnership distribution. (h) Except as otherwise specifically provided in this Agreement and as provided in the next sentence below, the distributive share of a Member Partner of each specific deduction and item of income, gain, loss, and credit of the Company Partnership for federal income tax purposes for any Fiscal Year shall be the same as such Member's Partner’s proportionate share (determined as set forth in Section 4.02 6.2 and 4.036.3) of Net Income, Net Loss, Book Tax Gain, or Book Tax Loss, as the case may be, for such Fiscal Year. Notwithstanding the foregoing, any income recognized pursuant to sections 1245 and 1250 of the Code and any investment credit recapture recognized pursuant to section 47 of the Code shall be allocated among the Members Partners in the same proportions as the depreciation deductions and investment credits giving rise to such income or recapture were allocated among such Members Partners and their respective predecessors in interest. (i) It is the intent of the Members Partners that each Member's Partner’s distributive share of income, gain, loss, and credit (or items thereof) shall be determined and allocated in each Fiscal Year in accordance with this Section 4.07 6.7 to effect the distributions in the manner contemplated by Sections 4.05 6.5 and 4.06 6.6 to the extent permitted by Code section 704(b) and the applicable Regulations. In order to achieve the contemplated distributions provided for in Sections 4.05 6.5 and 4.066.6, the Managing Member General Partner is authorized and directed to allocate income, gain, loss, and credit (or items thereof) with respect to any Fiscal Year in a manner different from that otherwise provided for in this Section 4.07 6.7 if, and to the extent that, allocating income, gain, loss, and credit (or items thereof) in a manner provided for in this Section 4.07 6.7 either would not achieve the intended economic result desired by the Members Partners or would not be respected under Code section 704(b) (referred to as a "“new allocation"”). The Managing Member General Partner is authorized to make a new allocation under this Section 4.07(i6.7(i) only after having determined both (i) that the new allocation either more accurately effects the distributions contemplated by the Members Partners as set forth in Section 4.05 6.5 and 4.06 6.6 or is not inconsistent with those distributions and (ii) that the new allocation will not have a material adverse effect on the economic interests of the Members Partners (including, without limitation, causing them to recognize income that they would not otherwise be required to recognize or to lose the benefit of deductions that they otherwise would have been permitted to recognize). New allocations by the Managing Member General Partner in accordance with this Section 4.07(i6.7(i) shall not require the consent of the other MembersPartners.

Special Allocation Rules. The following allocation rules shall apply notwithstanding any other provisions of Sections 4.02 and 4.03, and the other provisions of Sections 4.02 and 4.03 shall be applied only after giving effect to the following rules. In the event there is a conflict between any of the following rules, the earlier listed rule shall govern. (a) If Any “allocable cash basis item” of the Company (as defined in Section 706(d) of the Code) for any Fiscal Year there that is a net increase during such year required to be allocated to the Members in the amount of Minimum Gain attributable to Member Nonrecourse Debts, the Member(s) that bear the economic risk of loss with respect thereto (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company loss or deduction manner provided in an amount equal to the excess of (i) the amount of such net increase, over (ii) the aggregate amount of any distributions during such Fiscal Year to such Member(sSection 706(d) of the proceeds of such debt that are allocable Code must be allocated to such increase the Members in Minimum Gain. Items to be the manner so allocated shall be determined in accordance with Regulations section 1.704-1T(b)(4)(iv)(h)required. (b) If In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company or property revalued on the Company’s books and in the Capital Accounts will, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial book value under any method selected by the Board. (c) Notwithstanding the provisions of Section 9.1 hereof, if the amount of Loss that would otherwise be allocated to a Member in any Fiscal Year there is would cause or increase a net decrease Member’s Adjusted Capital Account Deficit as of the last day of such fiscal year, then a proportionate part of such Loss equal to such excess will be allocated to the other Members to the extent such allocation can be made without violating the provisions of Section 9.2 with respect to such other Members. Notwithstanding anything to the contrary in Section 9.1, any Profit for any subsequent Fiscal Year that would have been allocated to a Member to which Loss would have been allocated but for the Company's Minimum Gain attributable effect of the first sentence of this Section 9.2(c) will be allocated to Nonrecourse Liabilities during the other Member to the extent of the aggregate amount of Loss allocated to such other Member pursuant to the first sentence of this Section 9.2(c). (d) Notwithstanding any provision hereof to the contrary, if a Member unexpectedly receives in any Fiscal YearYear any adjustment, allocation or distribution described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6), and if a Member has an Adjusted Capital Account Deficit as of the last day of such fiscal year, then all items of income and gain of the Company (consisting of a pro rata portion of each Member shall be specially allocated items item of Company income and gain gain) for such Fiscal Year fiscal year (and, if necessary, for subsequent Fiscal Years) in proportion to, and will be allocated to the extent of, an amount equal to the greater of the following: (i) the portion of such Member's share of the net decrease in such Minimum Gain during such Fiscal Year (as such share is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(f)) that is allocable to the disposition of Company property subject to one or more Nonrecourse Liabilities (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(e)(2)); or (ii) such Member's Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705(a)(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(e). (c) If in any Fiscal Year there is a net decrease Member in the Company's Minimum Gain attributable amount and in the manner necessary to Member Nonrecourse Debts during eliminate such Fiscal Year, the Member(s) that bear the economic risk of loss with respect to such Member Nonrecourse Debts (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in an amount equal to the greater of the following: (i) the net decrease in such Minimum Gain during such Fiscal Year that is allocable to the disposition of Company property subject to one or more Member Nonrecourse Debts (Adjusted Capital Account Deficit as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(h)(6)); or (ii) such Member's (Members') Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705.1.(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(h)(6). (d) For purposes of allocating Company Nonrecourse Liabilities among the Members pursuant to Regulations section 1.752-1T(a)(2)(i), the respective interests of the Members in Company profits shall be equal to their respective Percentage Interestsquickly as possible. (e) A Notwithstanding any provision hereof to the contrary, if a Member shall not has an Adjusted Capital Account Deficit as of the last day of any Fiscal Year, then all items of income and gain of the Company (consisting of a pro rata portion of each item of Company income and gain, including gross income) for such fiscal year will be allocated any to such Member in the amount of deduction or loss (including Net Loss and Book Tax Loss) in the manner necessary to the extent eliminate such allocation would give rise to or increase an Excess Negative Balance in such Member's Adjusted Capital AccountAccount Deficit as quickly as possible. (f) In Notwithstanding any provision hereof to the event a Member receives with respect to a Fiscal Year an adjustmentcontrary, allocation, any item of Company income or distribution described in subparagraphs (4), (5), and (6) of Regulations section 1.704-1(b)(2)(ii)(d) that results in such Member having an Excess Negative Balance in its Capital Account, such Member shall be allocated gain for such any Fiscal Year (and, if necessary, for subsequent Fiscal Yearsor any portion of any such item) items of income or gain in an amount and manner sufficient that is required to eliminate such Excess Negative Balance as promptly as possible, as provided in be allocated to the Members under Regulations section Sections 1.704-1(b)(2)(ii)(d2(f) or 1.704-2(i)(4) will be allocated to the Members for such fiscal year in the manner so required by such Regulations, including Regulations Section 1.704-2(j)(2). (g) In Notwithstanding any provision hereof to the event that contrary, any feesitem of Company loss, interest, deduction or other amounts paid to a Member or affiliate of a Member pursuant to this Agreement or to any agreement between the Company and the Member or affiliate providing for the payment of such amounts, and deducted by the Company, whether expenditure described in reliance on sections 162, 163, 707(a), and/or 707(cSection 705(a)(2)(B) of the Code or otherwise, on its federal income tax return are disallowed as deductions to the Company in or with respect to the for any Fiscal Year for which (or any portion of any such amounts are claimed and are treated as Company distributions, then: (iitem) the Net Income or Net Loss, as the case may be, for the Fiscal Year in or with respect to which such fees, interest, or other amounts were paid shall be increased or decreased, as the case may be, by the amount of such deduction that is so disallowed and treated as a Company distribution; and (ii) there shall required to be allocated to the Member who received (or whose affiliate receivedMembers under Regulations Section 1.704-2(i)(l) such payments, prior will be allocated to the allocations pursuant to Sections 4.02 and 4.02(b), an amount of gross income of Members for such fiscal year in the Company for the Fiscal Year in or with respect to which manner so required by such claimed deduction was disallowed, equal to the amount of such deduction that was so disallowed and treated as a Company distributionRegulation. (h) Except as otherwise specifically provided Allocations set forth in subsections (c), through (g) of this Agreement Section 9.2 (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and as provided in 1.704-2 of the next sentence belowRegulations. Notwithstanding any other provision of this Article IX, the distributive share Regulatory Allocations will be taken into account in allocating Profits, Losses and items of a Member of each specific deduction and item of Company income, gain, loss, loss and credit of the Company for federal income tax purposes for any Fiscal Year shall be the same as such Member's proportionate share (determined as set forth in Section 4.02 and 4.03) of Net Income, Net Loss, Book Tax Gain, or Book Tax Loss, as the case may be, for such Fiscal Year. Notwithstanding the foregoing, any income recognized pursuant deduction to sections 1245 and 1250 of the Code and any investment credit recapture recognized pursuant to section 47 of the Code shall be allocated among the Members in so that, to the same proportions as extent possible, the depreciation deductions net amount of such allocations of Profits, Losses and investment credits giving rise other items and the Regulatory Allocations to each Member will be equal to the net amount that would have been allocated to each such income or recapture were allocated among such Members and their respective predecessors in interestMember if the Regulatory Allocations had not occurred. (i) It is the intent of the Members that each Member's distributive share of income, gain, loss, and credit (If one or items thereofmore Unit(s) shall be determined and allocated in each Fiscal Year in accordance with this Section 4.07 to effect the distributions in the manner contemplated by Sections 4.05 and 4.06 to the extent permitted by Code section 704(b) and the applicable Regulations. In order to achieve the contemplated distributions provided for in Sections 4.05 and 4.06, the Managing Member is authorized and directed to allocate income, gain, loss, and credit (or items thereof) with respect to are transferred during any Fiscal Year of the Company, the Company income or loss attributable to such Unit(s) for such fiscal year will be allocated between the transferor and the transferee in any manner permitted by law as they will agree; provided, however, that if the Company does not receive on or before January 31 of the year following the year in which the transfer occurs a written notice stating the manner different from that otherwise provided for in this Section 4.07 ifwhich such parties have agreed to allocate such Company income or loss, and then all such Company income or loss will be allocated between the parties based on the percentage of the year each party was, according to the extent that, allocating income, gain, loss, books and credit (or items thereof) in a manner provided for in this Section 4.07 either would not achieve the intended economic result desired by the Members or would not be respected under Code section 704(b) (referred to as a "new allocation"). The Managing Member is authorized to make a new allocation under this Section 4.07(i) only after having determined both (i) that the new allocation either more accurately effects the distributions contemplated by the Members as set forth in Section 4.05 and 4.06 or is not inconsistent with those distributions and (ii) that the new allocation will not have a material adverse effect on the economic interests records of the Members (includingCompany, without limitation, causing them to recognize income that they would not otherwise be required to recognize or to lose the benefit owner of deductions that they otherwise would have been permitted to recognize). New allocations by the Managing Member in accordance with this Section 4.07(i) shall not require the consent record of the other MembersCompany interest(s) transferred during that year.

Special Allocation Rules. The following allocation rules shall apply notwithstanding any other the provisions of Sections 4.02 and 4.03Section 6.02, and the other provisions of Sections 4.02 and 4.03 Section 6.02 shall be applied only after giving effect to the following rules. In the event there is a conflict between any of the following rules, the earlier listed rule shall govern. (a) If in any Fiscal Year there is a net increase during such year in the amount of Minimum Gain attributable to Member Partner Nonrecourse Debts, the Member(sPartner(s) that bear the economic risk of loss with respect thereto (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company Partnership loss or deduction in an amount equal to the excess of (i) the amount of such net increase, over (ii) the aggregate amount of any distributions during such Fiscal Year to such Member(sPartner(s) of the proceeds of such debt that are allocable to such increase in Minimum Gain. Items to be so allocated shall be determined in accordance with Regulations section 1.704-1T(b)(4)(iv)(h). (b) If in any Fiscal Year there is a net decrease in the CompanyPartnership's Minimum Gain attributable to Nonrecourse Liabilities during such Fiscal Year, each Member Partner shall be specially allocated items of Company Partnership income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in proportion to, and to the extent of, an amount equal to the greater of the following: (i) the portion of such MemberPartner's share of the net decrease in such Minimum Gain during such Fiscal Year (as such share is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(f)) that is allocable to the disposition of Company Partnership property subject to one or more Nonrecourse Liabilities (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(e)(2)); or (ii) such MemberPartner's Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705(a)(2)(B) Year. It is the intent of the Code). Items Partners that items to be so allocated shall be determined and the allocation allocations made in accordance with Regulations section 1.704-1T(b)(4)(iv)(e). (c) If in any Fiscal Year there is a net decrease in the CompanyPartnership's Minimum Gain attributable to Member Partner Nonrecourse Debts during such Fiscal Year, the Member(sPartner(s) that bear the economic risk of loss with respect to such Member Partner Nonrecourse Debts (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company Partnership income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in an amount equal to the greater of the following: (i) the net decrease in such Minimum Gain during such Fiscal Year that is allocable to the disposition of Company Partnership property subject to one or more Member Partner Nonrecourse Debts (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(h)(6)); or (ii) such MemberPartner's (MembersPartners') Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705.1.(2)(B) Year. It is the intent of the Code). Items Partners that items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(h)(6). (d) For purposes of allocating Company Partnership Nonrecourse Liabilities among the Members Partners pursuant to Regulations section 1.752-1T(a)(2)(i), the respective interests of the Members Partners in Company Partnership profits shall be equal to their respective Percentage InterestsInterests as of the date with respect to which the determination is made. (e) A Member No Net Loss or Partnership deductions for any Fiscal Year shall not be allocated to any amount of deduction or loss (including Net Loss and Book Tax Loss) Partner to the extent such allocation would give rise to cause or increase an Excess Negative Balance in such MemberPartner's Capital Account. (f) . In the event a Member Partner receives with respect to a Fiscal Year an adjustment, allocation, or distribution (whether or not expected) described in subparagraphs (4), (5), and or (6) of Regulations section 1.704-1(b)(2)(ii)(d) that results in such Member having causes or increases an Excess Negative Balance in its such Partner's Capital Account, such Member Partner shall be specially allocated for such Fiscal Year (and, and if necessary, for in subsequent Fiscal Years) items of income or and gain in an amount and manner sufficient to eliminate such Excess Negative Balance as promptly as possible, possible as provided in Regulations section 1.704-1(b)(2)(ii)(d). (f) For purposes of determining the balances in the Capital Accounts of the Partners in order to allocate Net Income or Net Loss pursuant to Section 6.02, each Partner's Capital Account balance shall be deemed to include any amount that such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of sections 1.704-1T(b)(iv)(f) and 1.704-1T(b)(4)(iv)(h)(5) of the Treasury Regulations (determined after taking into account any changes during such year in Minimum Gain). (g) In Notwithstanding the provisions of Section 6.02, in the event that any fees, interest, or other amounts paid to a Member Partner, or affiliate an Affiliate of a Member Partner, pursuant to this Agreement Agreement, or to any agreement between the Company Partnership and the Member Partner or affiliate Affiliate providing for the payment of such amounts, and deducted by the CompanyPartnership for federal or other income tax purposes, whether in reliance on sections 162, 163, 707(a), and/or 707(c) of the Code or otherwise, on its federal income tax return are disallowed as deductions to the Company in or with respect to the Fiscal Year for which such amounts are claimed and are treated as Company distributions, then: (i) the Net Income or Net Loss, as the case may be, Partnership on its applicable income tax return for the Fiscal Year in or with respect to which such feesamounts are claimed, interestand are treated instead as Partnership distributions, or other amounts were paid shall be increased or decreased, as the case may be, by the amount of such deduction that is so disallowed and treated as a Company distribution; and (ii) then there shall be allocated to the Member Partner who received (or whose affiliate Affiliate received) such payments, prior to the allocations pursuant to Sections 4.02 6.02(a) and 4.02(b6.02(b), an amount of gross income of the Company Partnership for the Fiscal Year in or with respect to which such claimed deduction was disallowed, disallowed equal to the amount of such deduction that was so disallowed and treated as a Company Partnership distribution. (h) Notwithstanding the provisions of Section 6.02, in the event that the Partnership is a party to an agreement with a Partner or an Affiliate of a Partner and the Partnership is deemed to have taxable income in respect of such agreement in excess of the amount payable to the Partnership by such Partner or Affiliate thereunder, then: (i) there shall be allocated to the Partner who is a party (or whose Affiliate is a party) to such agreement, prior to the allocations pursuant to Sections 6.02(a) and 6.02(b), an amount of gross income of the Partnership for the Fiscal Year in or with respect to which the Partnership is deemed to have such additional income equal to the amount of such additional income; and (ii) the Partnership shall be deemed to have distributed to such Partner, in addition to all other amounts distributable hereunder, during such Fiscal Year an additional amount of cash equal to the amount of such additional income. (i) Notwithstanding the provisions of Section 6.02, in the event that the Partnership is a party to an agreement with a Partner or an Affiliate of a Partner and the Partnership is deemed by any applicable taxing authority to have a tax deduction in respect of either amounts deemed payable by the Partnership under such agreement or amounts distributable to the Partner under this Agreement, then: (i) there shall be allocated to the Partner who is the party (or whose Affiliate is a party) to such agreement or who is to receive the amount distributable under this Agreement, prior to the allocations pursuant to Sections 6.02(a) and 6.02(b), an amount of deductions of the Partnership for the Fiscal Year in or with respect to which the Partnership is deemed to have such additional deduction equal to the amount of such additional deduction; and (ii) the Partnership shall be deemed to have received from such Partner, in addition to all other amounts contributed hereunder, an additional contribution of cash equal to the amount of such additional deduction. (j) Except as otherwise specifically provided in this Agreement or applicable Treasury Regulations and as provided in the next sentence below, the distributive share of a Member Partner of each specific deduction and item of income, gain, loss, and credit of the Company Partnership for federal income tax purposes for any Fiscal Year and each other item taken into account in computing Net Income or Net Loss for such Fiscal Year (including, without limitation, income exempt from federal income tax and expenditures described in section 705(a)(2)(B) of the Code or treated as such expenditures in the Regulations under section 704(b) of the Code) shall be the same as such MemberPartner's proportionate share (determined as set forth in Section 4.02 and 4.036.02) of Net Income, Income or Net Loss, Book Tax Gain, or Book Tax Loss, as the case may be, for such Fiscal Year, provided that if there is not Net Income or Net Loss for such Fiscal Year, all such items shall be allocated among the Partners in accordance with their respective Percentage Interests. Notwithstanding the foregoing, (i) any income recognized pursuant to sections 1245 and 1250 of the Code with respect to a Fiscal Year and any investment credit recapture recognized allocated to the Partners pursuant to section 47 of the Code Section 6.02 shall be allocated among allocated, to the Members extent possible, to the Partners to whom (or to whose predecessors in interest) the same proportions as the prior depreciation deductions and investment credits giving rise to such income or recapture were allocated, provided that the amount of income allocable to a Partner pursuant to this clause with respect to a Fiscal Year shall not exceed the total amount of income otherwise allocable to such Partner under Sections 6.02 and 6.06 with respect to such Fiscal Year, and (ii) any foreign tax credits for any Fiscal Year shall be allocated among such Members and to the Partners in accordance with their respective predecessors in interestPercentage Interests at the time the foreign tax giving rise to such credit was paid. (ik) It is the intent of the Members Partners that each MemberPartner's distributive share of income, gain, loss, and credit (or items thereof) shall be determined and allocated in each Fiscal Year in accordance with this Section 4.07 Article VI to effect the distributions (including distributions of proceeds of Terminating Capital Transactions) in the manner order of priority contemplated by Sections 4.05 and 4.06 Section 6.04(a) to the extent permitted by Code section 704(b) and the applicable Regulations. In order to achieve the contemplated distributions provided for in Sections 4.05 and 4.06this Article VI, the Managing Member General Partner is authorized and directed to allocate income, gain, loss, and credit (or items thereof) with respect to any Fiscal Year in a manner different from that otherwise provided for in this Section 4.07 Article VI if, and to the extent that, allocating (i) an allocation of income, gain, loss, and or credit (or items thereof) in a the manner provided for in this Section 4.07 either Article VI would not achieve the intended economic result desired by the Members Partners or would not (ii) based on the advice of the Partnership's counsel or accountants, an allocation provided for in this Article VI is unlikely to be respected under Code section 704(b) and the alternative allocation to be made by the General Partner is reasonably likely to be respected (referred to as a "new allocation"). The Managing Member General Partner is authorized to make a new allocation under this Section 4.07(i6.06(k) only after having determined both (i) that the new allocation either more accurately effects all distributions in the distributions order of priority contemplated by the Members Partners as set forth in Section 4.05 and 4.06 6.04(a) or is not inconsistent with those distributions and (ii) that the new allocation will not have a material adverse effect on the economic interests of the Members Partners (including, without limitation, causing them to recognize income that they would not otherwise be required to recognize or to lose the benefit of deductions that they otherwise would have been permitted to recognize). New allocations by the Managing Member General Partner in accordance with this Section 4.07(i6.06(k) shall not require the consent of the other MembersPartners.

Special Allocation Rules. The following allocation rules shall apply notwithstanding any other the provisions of Sections 4.02 4.1 and 4.034.2 of this Addendum, and the other provisions of Sections 4.02 4.1 and 4.03 4.2 of this Addendum shall be applied only after giving effect to the following rules. In the event there is a conflict between any of the following rules, the earlier listed rule shall govern. (a) If in any Nonrecourse Deductions for a Fiscal Year there shall be allocated to the Members in the same manner as Net Loss is a net increase during such year allocated pursuant to section 4.2 of this Addendum. In accordance with Regulations sections 1.704-2(f), (g) and (j), upon the recapture (or other reversal) of Nonrecourse Deductions, items of income or gain of the LLC shall be allocated to the Members in proportion to the amount of Minimum Gain attributable such Nonrecourse Deductions previously allocated to them pursuant to the preceding sentence (and not previously recaptured pursuant to this sentence). With respect to a liability (or portion thereof) of the LLC that is considered nonrecourse for purposes of Regulations section 1.1001-2 but with respect to which a Member Nonrecourse Debts, the Member(sbears (or is deemed to bear) that bear the economic risk of loss with respect thereto (within the meaning of under Regulations section 1.7041.752-1T(b)(4)(iv)(k)(1)2, deductions associated with such liability (and the recapture or other reversal of such deductions) shall be specially allocated items of Company loss or deduction in an amount equal to the excess of (i) the amount of such net increase, over (ii) the aggregate amount of any distributions during such Fiscal Year to such Member(s) of the proceeds of such debt that are allocable to such increase in Minimum Gain. Items to be so allocated shall be determined in accordance with Regulations section 1.704-1T(b)(4)(iv)(h2(i) and (j). (b) If in any Fiscal Year there is For purposes of determining a net decrease in the Company's Minimum Gain attributable to Nonrecourse Liabilities during such Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in proportion to, and to the extent of, an amount equal to the greater of the following: (i) the portion of such Member's proportionate share of the net decrease in such Minimum Gain during such Fiscal Year (as such share is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(f)) that is allocable to the disposition of Company property subject to one or more Nonrecourse Liabilities (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(e)(2)); or (ii) such Member's Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705(a)(2)(B) "excess nonrecourse liabilities" of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(e). (c) If in any Fiscal Year there is a net decrease in the Company's Minimum Gain attributable to Member Nonrecourse Debts during such Fiscal Year, the Member(s) that bear the economic risk of loss with respect to such Member Nonrecourse Debts (LLC within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in an amount equal to the greater of the following: (i) the net decrease in such Minimum Gain during such Fiscal Year that is allocable to the disposition of Company property subject to one or more Member Nonrecourse Debts (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(h)(6)); or (ii) such Member's (Members') Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705.1.(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(h)(6). (d) For purposes of allocating Company Nonrecourse Liabilities among the Members pursuant to Regulations section 1.752-1T(a)(2)(i3(a)(3), the respective interests of the Members in Company LLC profits shall be equal to their respective Percentage LLC Interests. (e) A Member shall not be allocated any amount of deduction or loss (including Net Loss and Book Tax Loss) to the extent such allocation would give rise to or increase an Excess Negative Balance in such Member's Capital Account. (fc) In the event a Member receives with respect to a Fiscal Year an adjustment, allocation, or distribution described in subparagraphs (4), (5), and or (6) of Regulations section 1.704-1(b)(2)(ii)(d1(b)(2)(ii)(D) that results causes or increases an Excess Deficit Balance in such Member having an Excess Negative Balance in its Member's Capital Account, such Member shall be specially allocated for such Fiscal Year (and, if necessary, for in subsequent Fiscal Years) items of income or and gain in an amount and manner sufficient to eliminate such Excess Negative Deficit Balance as promptly as possible, . Items to be so allocated shall be determined and the allocations made as provided in Regulations section 1.704-1(b)(2)(ii)(d1(b)(2)(ii)(D). (gd) No Net Loss or LLC deductions for any Fiscal Year shall be allocated to any Member to the extent such allocation would cause or increase an Excess Deficit Balance in such Member's Capital Account. (e) In the event that any fees, interest, or other amounts paid to a Member or affiliate of a Member pursuant to this Agreement the Agreement, or to any agreement between the Company LLC and the Member or affiliate providing for the payment of such amounts, and deducted by the CompanyLLC, whether in reliance on sections 162, 163, 707(a), and/or 707(c) of the Code or otherwise, on its federal income tax return for the Fiscal Year in or with respect to which such amounts are claimed, are disallowed as deductions to the Company in or with respect to the Fiscal Year for which such amounts are claimed LLC and are treated as Company LLC distributions, then: (i) the Net Income or Net Loss, as the case may be, for the Fiscal Year in or with respect to which such fees, interest, or other amounts were paid deduction was claimed shall be increased or decreased, as the case may be, by the amount of such deduction that is so disallowed and treated as a Company an LLC distribution; and (ii) there shall be allocated to the Member who received (or whose affiliate received) such payments, prior to the allocations pursuant to Sections 4.02 4.1 and 4.02(b)4.2 of this Addendum, an amount of gross income of the Company LLC for the Fiscal Year in or with respect to which such claimed deduction was disallowed, disallowed equal to the amount of such deduction that was is so disallowed and treated as a Company an LLC distribution. (hf) Except as otherwise specifically provided If there is a net decrease in this Agreement "partnership minimum gain" (within the meaning of Regulations section 1.704-2(d)) for a Fiscal Year, there shall be allocated to each Member items of income and as provided in the next sentence below, the distributive gain for such Fiscal Year equal to that Member s share of a Member the net decrease in partnership minimum gain (within the meaning of each specific deduction and item of incomeRegulations section 1.704-2(g)(2)), gain, loss, and credit of subject to the Company for federal income tax purposes for any Fiscal Year shall be the same as such Member's proportionate share (determined as exceptions set forth in Section 4.02 Regulations section 1.704-2(f)(2), (3) and 4.03) (5). If the application of Net Incomethis minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members, Net Loss, Book Tax Gain, or Book Tax Loss, as the case may be, for such Fiscal Year. Notwithstanding LLC shall request a waiver of the foregoing, any income recognized requirement pursuant to sections 1245 and 1250 of the Code and any investment credit recapture recognized pursuant to Regulations section 47 of the Code shall be allocated among the Members in the same proportions as the depreciation deductions and investment credits giving rise to such income or recapture were allocated among such Members and their respective predecessors in interest. (i) It is the intent of the Members that each Member's distributive share of income, gain, loss, and credit (or items thereof) shall be determined and allocated in each Fiscal Year in accordance with this Section 4.07 to effect the distributions in the manner contemplated by Sections 4.05 and 4.06 to the extent permitted by Code section 704(b) and the applicable Regulations. In order to achieve the contemplated distributions provided for in Sections 4.05 and 4.06, the Managing Member is authorized and directed to allocate income, gain, loss, and credit (or items thereof) with respect to any Fiscal Year in a manner different from that otherwise provided for in this Section 4.07 if, and to the extent that, allocating income, gain, loss, and credit (or items thereof) in a manner provided for in this Section 4.07 either would not achieve the intended economic result desired by the Members or would not be respected under Code section 704(b) (referred to as a "new allocation"1.704-2(f). The Managing Member is authorized to make a new allocation under this Section 4.07(i) only after having determined both (i) that the new allocation either more accurately effects the distributions contemplated by the Members as set forth in Section 4.05 and 4.06 or is not inconsistent with those distributions and (ii) that the new allocation will not have a material adverse effect on the economic interests of the Members (including, without limitation, causing them to recognize income that they would not otherwise be required to recognize or to lose the benefit of deductions that they otherwise would have been permitted to recognize). New allocations by the Managing Member in accordance with this Section 4.07(i) shall not require the consent of the other Members.