Common use of Special Allocation Rules Clause in Contracts

Special Allocation Rules. 7.5.1: Any Member with a deficit Capital Account balance resulting in whole or in part from allocations of 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 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 requirements of Treasury 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) through 1.704-1(b)(2)(ii)(d)(6) of the Regulations which causes or increases a deficit in the Member’s Capital Account as of the end of the tax year to which the adjustment, allocation or distribution relates, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Capital Account deficit of the Member as 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 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 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of his Interest in the Company, 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 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 a daily, monthly, quarterly or other basis, as determined by the Manager using any permissible method under Section 706 of the Code and the Treasury Regulations hereunder. 7.5.5: Notwithstanding Section 7.3, Profits and Losses, if any, allocable to the period before the admission of any Members shall be allocated to the 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 shall be divided among the Members in the same proportions as they share Profits or Losses, as the case may be, for the 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 be bound by the provisions of this Article 7 in reporting their shares of Company Profits, Losses and other allocable items for income tax purposes.

Special Allocation Rules. 7.5.1: Any Member with a deficit Capital Account balance resulting in whole or in part from Before any allocations of loss or deduction (or item thereof) attributable are made ------------------------ pursuant to non-recourse debt which is secured by Company property shallSection 3.1, to the extent possible, be allocated income or gain (or item thereof) in an amount 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 following special allocations shall be interpreted to comply with made in the requirements of Treasury Regulation Section 1.704-2(f).following order: 7.5.2: 3.2.1 If any Member unexpectedly receives any adjustment, allocation,allocation or distribution described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) through or 1.704-1(b)(2)(ii)(d)(6) of the Regulations which causes it to have an, or increases a deficit in the Member’s amount of its, Adjusted Capital Account as of the end of the tax year to which the adjustment, allocation or distribution relatesDeficit, items of Company income and gain (computed with the adjustments set forth in clauses (i), (ii) and (iii) of the definition of "Profits" and "Losses") shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the such Member's Adjusted Capital Account deficit of the Member Deficit as quickly as possible, provided that an allocation pursuant to this Section 7.5.2 3.2.1 shall be made to a Member only if and only to the extent that the such Member would have a an Adjusted Capital Account deficit Deficit after all other allocations provided for in Section 7.3 through 7.6 this Article Three have been tentatively made as if this Section 7.5.2 3.2.1 were not in the this Agreement. 7.5.3: To the extent an adjustment . This Section 3.2.1 is intended to the adjusted tax basis of any Company asset pursuant to Code constitute a "qualified income offset" as defined in Section 734(b1.704- 1(b)(2)(ii)(d) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of his Interest in the Company, 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 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 3.2.2 If any Member has an Adjusted Capital Account Deficit as of determining the Profits, Losses or end of any other items allocable to any period, these other items shall be determined on a daily, monthly, quarterly Fiscal Year or other basis, as determined by the Manager using any permissible method under Section 706 accounting period of the Code and Company that is in excess of the Treasury Regulations hereunder. 7.5.5: Notwithstanding Section 7.3, Profits and Losses, if any, allocable amount such Member is deemed to be obligated to restore to his Capital Account pursuant to the period before penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(h)(5) of the admission of any Members shall be allocated to Regulations (the 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 Agreementso-called deficit restoration rule), all items of Company incomeincome and gain (computed with the adjustments set forth in clauses (i), gain, loss, deduction, (ii) and any other allocations not otherwise provided for shall be divided among the Members in the same proportions as they share Profits or Losses, as the case may be, for the year. 7.5.7: The Members are aware (iii) of the income tax consequences of the allocations made by this Article 7 and hereby agree to be bound by the provisions of this Article 7 in reporting their shares of Company Profits, Losses and other allocable items for income tax purposes.definition of

Special Allocation Rules. 7.5.1: Any Member with a deficit Capital Account balance resulting in whole Before any allocations are made pursuant to Section 3.1 or in part from Section 3.2, the following special allocations of 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 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 made in the requirements of Treasury Regulation Section 1.704-2(f).following order 7.5.2: 3.3.1 If any Member unexpectedly receives any adjustment, allocation,allocation or distribution described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) through or 1.704-1(b)(2)(ii)(d)(6) of the Regulations which causes it to have an, or increases a deficit in the Member’s amount of its, Adjusted Capital Account as of the end of the tax year to which the adjustment, allocation or distribution relatesDeficit, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the such Member’s Adjusted Capital Account deficit Deficit as quickly as possible, provided that an allocation pursuant to this Section 3.3.1 shall be made to a Member only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article Three have been tentatively made as if this Section 3.3.1 were not in this Agreement. This Section 3.3.1 is intended to constitute a “qualified income offset” as defined in Section 1.704-1(b)(2)(ii)(d) of the Regulations. 3.3.2 If any Member has an Adjusted Capital Account Deficit as of the end of any Fiscal Year or other accounting period of the Company that is in excess of the amount such Member is deemed to be obligated to restore to his Capital Account pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, items of Company income and gain in the amount of such excess shall be specially allocated to such Member as quickly as possible, provided that an allocation pursuant to this Section 7.5.2 3.3.2 shall be made to a Member only if and only to the extent that the such Member would have a an Adjusted Capital Account deficit Deficit that is in excess of the amount such Member is deemed to be obligated to restore to his Capital Account pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations after all other allocations provided for in Section 7.3 through 7.6 this Article Three have been tentatively made as if this Section 7.5.2 3.3.2 were not in the this Agreement. 7.5.3: 3.3.3 To the extent an adjustment to the adjusted tax basis of any asset of the Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)) of the Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of his Interest in the CompanyAccounts, the amount of the such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis) basis of the asset), and the such gain or loss shall be specially allocated to the Members in a manner that is consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section 1.704-1(b)(2)(iv)(m) of the Regulations. 7.5.4: For 3.3.4 Notwithstanding Section 3.2, a Loss allocation shall not be made to a Member to the extent that such allocation would cause such Member to have an Adjusted Capital Account Deficit. A Loss allocation that would be made to a Member but for this Section 3.3.4 shall instead be made to the other Members to the extent of and in proportion to the amounts of such Loss that they could then be allocated without themselves having Adjusted Capital Account Deficits (or, if such other Members would not have Adjusted Capital Account Deficits, in proportion to their respective Member Percentages) and thereafter to all of the Members in proportion to their Member Percentages. 3.3.5 The Company shall allocate items of Company income and gain among the Members at such times and in such amounts as necessary to satisfy the minimum gain chargeback requirements of Sections 1.704-2(f) and 1.704-(2)(i)(4). 3.3.6 “Nonrecourse deductions,” as defined in Section 1.704-2(b)(1) of the Regulations, for any Fiscal Year (not including any “partner nonrecourse deductions,” as defined in Section 1.704-2(i)(2) of the Regulations) shall be allocated among the Members in proportion to their respective Member Percentages. Solely for purposes of determining each Member’s proportionate share of the Profits“excess nonrecourse liabilities” of the Company, Losses or any other items allocable to any periodwithin the meaning of Section 1.752-3(a)(3) of the Regulations, these other items each Member’s interest in Company profits shall be determined on a daily, monthly, quarterly or other basis, equal to his Member Percentage. 3.3.7 Any “partner nonrecourse deductions,” as determined by the Manager using any permissible method under defined in Section 706 1.704-2(i)(2) of the Code and the Treasury Regulations hereunder. 7.5.5: Notwithstanding Section 7.3, Profits and Losses, if any, allocable to the period before the admission of for any Members Fiscal Year shall be allocated to the Initial Member. Profits or Losses allocable Member who bears the economic risk of loss with respect to the period commencing with nonrecourse liability, as determined and defined under Section 1.704-2(b)(3) of the admission of Members and all subsequent periods shall be allocated Regulations to which such “partner nonrecourse deductions” are attributable 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 shall be divided among the Members in the same proportions as they share Profits or Losses, as the case may be, for the year. 7.5.7: The Members are aware 1.704-2(i) of the income tax consequences of the allocations made by this Article 7 and hereby agree to be bound by the provisions of this Article 7 in reporting their shares of Company Profits, Losses and other allocable items for income tax purposesRegulations.

Special Allocation Rules. 7.5.1: Any Member with a deficit Capital Account balance resulting in whole or in part from Before any allocations of loss or deduction (or item thereof) attributable are made ------------------------ pursuant to non-recourse debt which is secured by Company property shallSection 3.1, to the extent possible, be allocated income or gain (or item thereof) in an amount 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 following special allocations shall be interpreted to comply with made in the requirements of Treasury Regulation Section 1.704-2(f).following order: 7.5.2: 3.2.1 If any Member unexpectedly receives any adjustment, allocation,allocation or distribution described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) through or 1.704-1(b)(2)(ii)(d)(6) of the Regulations which causes it to have an, or increases a deficit in the Member’s amount of its, Adjusted Capital Account as of the end of the tax year to which the adjustment, allocation or distribution relatesDeficit, items of Company income and gain (computed with the adjustments set forth in clauses (i), (ii) and (iii) of the definition of "Profits" and "Losses") shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the such Member's Adjusted Capital Account deficit Deficit as quickly as possible, provided that an allocation pursuant to this Section 3.2.1 shall be made to a Member only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article Three have been tentatively made as if this Section 3.2.1 were not in this Agreement. This Section 3.2.1 is intended to constitute a "qualified income offset" as defined in Section 1.704- 1(b)(2)(ii)(d) of the Regulations. 3.2.2 If any Member has an Adjusted Capital Account Deficit as of the end of any Fiscal Year or other accounting period of the Company that is in excess of the amount such Member is deemed to be obligated to restore to his Capital Account pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(h)(5) of the Regulations (the so-called deficit restoration rule), items of Company income and gain (computed with the adjustments set forth in clauses (i), (ii) and (iii) of the definition of "Profits" and "Losses") in the amount of such excess shall be specially allocated to such Member as quickly as possible, provided that an allocation pursuant to this Section 7.5.2 3.2.2 shall be made to a Member only if and only to the extent that the such Member would have a an Adjusted Capital Account deficit Deficit that is in excess of the amount such Member is deemed to be obligated to restore to his Capital Account pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(h)(5) of the Regulations after all other allocations provided for in Section 7.3 through 7.6 this Article Three have been tentatively made as if this Section 7.5.2 3.2.2 were not in the this Agreement. 7.5.3: 3.2.3 To the extent an adjustment to the adjusted tax basis of any asset of the Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)) of the Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of his Interest in the CompanyAccounts, the amount of the such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis) basis of the asset), and the such gain or loss shall be specially allocated to the Members in a manner that is consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section 1.704-1(b)(2)(iv)(m) 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 a daily, monthly, quarterly or other basis, as determined by the Manager using any permissible method under Section 706 of the Code and the Treasury Regulations hereunder. 7.5.5: 3.2.4 Notwithstanding Section 7.33.1, Profits an allocation of Loss shall not be made to a Member to the extent that such allocation would cause such Member to have an Adjusted Capital Account Deficit. An allocation of Loss that would be made to a Member but for this Section 3.2.4 shall instead be made to the other Members to the extent of and Lossesin proportion to the amounts of such loss that they could then be allocated without themselves having Adjusted Capital Account Deficits (or, if anysuch other Members would not have Adjusted Capital Account Deficits, allocable in proportion to their respective Capital Contributions) and thereafter to the period before the admission of any Members shall be allocated to the Initial Capital 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 shall be divided among the Members in the same proportions as they share Profits or Losses, as the case may be, for the 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 be bound by the provisions of this Article 7 in reporting their shares of Company Profits, Losses and other allocable items for income tax purposes.

Special Allocation Rules. 7.5.1: 7.5.1 Any Member with a deficit Capital Account balance resulting in whole or in part from allocations of 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 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 requirements of Treasury Regulation Section 1.704-2(f). 7.5.2: 7.5.2 If any Member unexpectedly receives any adjustment, allocation,or distribution described in Sections 1.704-1(b)(2)(ii)(d)(4) through 1.704-1(b)(2)(ii)(d)(6) of the Regulations which causes or increases a deficit in the Member’s Capital Account as of the end of the tax year to which the adjustment, allocation or distribution relates, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Capital Account deficit of the Member as 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 if this Section 7.5.2 were not in the Agreement. 7.5.3: 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 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of his Interest in the Company, 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 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: 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 a daily, monthly, quarterly or other basis, as determined by the Manager using any permissible method under Section 706 of the Code and the Treasury Regulations hereunder. 7.5.5: 7.5.5 Notwithstanding Section 7.3, Profits and Losses, if any, allocable to the period before the admission of any Members shall be allocated to the 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: 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 shall be divided among the Members in the same proportions as they share Profits or Losses, as the case may be, for the year. 7.5.7: 7.5.7 The Members are aware of the income tax consequences of the allocations made by this Article 7 and hereby agree to be bound by the provisions of this Article 7 in reporting their shares of Company Profits, Losses and other allocable items for income tax purposes.

Special Allocation Rules. 7.5.1: Any Member with a deficit Capital Account balance resulting in whole Before any allocations are made pursuant to Section 3.1 or in part from 3.2, the following special allocations of 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 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 made in the requirements of Treasury Regulation Section 1.704-2(f).following order 7.5.2: 3.3.1 If any Member unexpectedly receives any adjustment, allocation,allocation or distribution described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704- 1(b)(2)(ii)(d)(5) through or 1.704-1(b)(2)(ii)(d)(6) of the Regulations which causes it to have an, or increases a deficit in the Member’s amount of its, Adjusted Capital Account as of the end of the tax year to which the adjustment, allocation or distribution relatesDeficit, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the such Member's Adjusted Capital Account deficit Deficit as quickly as possible, provided that an allocation pursuant to this Section 3.3.1 shall be made to a Member only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article Three have been tentatively made as if this Section 3.3.1 were not in this Agreement. This Section 3.2.1 is intended to constitute a "qualified income offset" as defined in Section 1.704-1(b)(2)(ii)(d) of the Regulations. 3.3.2 If any Member has an Adjusted Capital Account Deficit as of the end of any Fiscal Year or other accounting period of the Company that is in excess of the amount such Member is deemed to be obligated to restore to his Capital Account pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(h)(5) of the Regulations (the so-called deficit restoration rule), items of Company income and gain in the amount of such excess shall be specially allocated to such Member as quickly as possible, provided that an allocation pursuant to this Section 7.5.2 3.3.2 shall be made to a Member only if and only to the extent that the such Member would have a an Adjusted Capital Account deficit Deficit that is in excess of the amount such Member is deemed to be obligated to restore to his Capital Account pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(h)(5) of the Regulations after all other allocations provided for in Section 7.3 through 7.6 this Article Three have been tentatively made as if this Section 7.5.2 3.3.2 were not in the this Agreement. 7.5.3: 3.3.3 To the extent an adjustment to the adjusted tax basis of any asset of the Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)) of the Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of his Interest in the CompanyAccounts, the amount of the such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis) basis of the asset), and the such gain or loss shall be specially allocated to the Members in a manner that is consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section 1.704- 1(b)(2)(iv)(m) 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 a daily, monthly, quarterly or other basis, as determined by the Manager using any permissible method under Section 706 of the Code and the Treasury Regulations hereunder. 7.5.5: 3.3.4 Notwithstanding Section 7.33.1 or 3.2, Profits an allocation of Loss shall not be made to a Member to the extent that such allocation would cause such Member to have an Adjusted Capital Account Deficit. An allocation of Loss that would be made to a Member but for this Section 3.3.4 shall instead be made to the other Members to the extent of and Lossesin proportion to the amounts of such loss that they could then be allocated without themselves having Adjusted Capital Account Deficits (or, if anysuch other Members would not have Adjusted Capital Account Deficits, allocable in proportion to their respective Percentages of Contribution Capital) and thereafter to the period before the admission of any Members shall be allocated to the 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 7.3Capital Members. 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 shall be divided among the Members in the same proportions as they share Profits or Losses, as the case may be, for the 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 be bound by the provisions of this Article 7 in reporting their shares of Company Profits, Losses and other allocable items for income tax purposes.