Common use of Special Allocation Rules Clause in Contracts

Special Allocation Rules. Before any allocations are made pursuant to Section 3.1 or 3.2, the following special allocations shall be made in the following order 3.3.1 If any Member unexpectedly receives any adjustment, allocation or distribution described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704- 1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) of the Regulations which causes it to have an, or increases the amount of its, Adjusted Capital Account Deficit, 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, such Member's Adjusted Capital Account 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 3.3.2 shall be made to a Member only if and to the extent that such Member would have an Adjusted Capital Account 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 this Article Three have been tentatively made as if this Section 3.3.2 were not in this Agreement. 3.3.3 To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset), and 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 Section 1.704- 1(b)(2)(iv)(m) of the Regulations. 3.3.4 Notwithstanding Section 3.1 or 3.2, 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 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 Percentages of Contribution Capital) and thereafter to the Capital Members.

Special Allocation Rules. Before any allocations are made ------------------------ pursuant to Section 3.1 or 3.23.1, the following special allocations shall be made in the following order: 3.3.1 3.2.1 If any Member unexpectedly receives any adjustment, allocation or distribution described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704- 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) of the Regulations which causes it to have an, or increases the amount of its, Adjusted Capital Account Deficit, 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, such Member's Adjusted Capital Account Deficit as quickly as possible, provided that an allocation pursuant to this Section 3.3.1 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 3.3.1 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 1.704-1.704- 1(b)(2)(ii)(d) of the Regulations. 3.3.2 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 the amount of such excess shall be specially allocated to such Member as quickly as possibleclauses (i), provided that an allocation pursuant to this Section 3.3.2 shall be made to a Member only if and to the extent that such Member would have an Adjusted Capital Account 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(ii) and 1.704-2(h)(5(iii) of the Regulations after all other allocations provided for in this Article Three have been tentatively made as if this Section 3.3.2 were not in this Agreement. 3.3.3 To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset), and 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 Section 1.704- 1(b)(2)(iv)(m) of the Regulations. 3.3.4 Notwithstanding Section 3.1 or 3.2, 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 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 Percentages of Contribution Capital) and thereafter to the Capital Members.definition of

Special Allocation Rules. Before any 7.5.1: Any Member with a deficit Capital Account balance resulting in whole or in part from allocations are made pursuant of loss or deduction (or item thereof) attributable to Section 3.1 non-recourse debt which is secured by Company property shall, to the extent possible, be allocated income or 3.2, gain (or item thereof) in an amount not less than the following special allocations 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 made in interpreted to comply with the following orderrequirements of Treasury Regulation Section 1.704-2(f). 3.3.1 7.5.2: 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) or through 1.704-1(b)(2)(ii)(d)(6) of the Regulations which causes it to have an, or increases a deficit in the amount of its, Adjusted Member’s Capital Account Deficitas 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, such Member's Adjusted the Capital Account 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) deficit 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 3.3.2 7.5.2 shall be made to a Member only if and only to the extent that such the Member would have an Adjusted a Capital Account 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 deficit after all other allocations provided for in this Article Three Section 7.3 through 7.6 have been tentatively made as if this Section 3.3.2 7.5.2 were not in this the Agreement. 3.3.3 7.5.3: To the extent an adjustment to the adjusted tax basis of any Company asset of the Company 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 AccountsAccounts as the result of a distribution to a Member in complete liquidation of his Interest in the Company, the amount of such the adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of basis) and the asset), and 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. 3.3.4 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: Notwithstanding Section 3.1 or 3.27.3, an allocation of Loss shall not be made to a Member Profits and Losses, if any, allocable to the extent that such allocation would cause such Member to have an Adjusted Capital Account Deficit. An allocation period before the admission of Loss that would any Members shall be made to a Member but for this Section 3.3.4 shall instead be made allocated to the other Members Initial Member. Profits or Losses allocable to the extent period commencing with the admission of Members and in proportion to the amounts of such loss that they could then all subsequent periods shall be allocated without themselves having Adjusted Capital Account Deficits (orin accordance with Section 7.3. 7.5.6: Except as otherwise provided in this Agreement, if such all items of Company income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Members would not have Adjusted Capital Account Deficitsin 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 proportion to reporting their respective Percentages shares of Contribution Capital) Company Profits, Losses and thereafter to the Capital Membersother allocable items for income tax purposes.

Special Allocation Rules. Before any 7.5.1: Any Member with a deficit Capital Account balance resulting in whole or in part from allocations are made pursuant of loss or deduction (or item thereof) attributable to Section 3.1 non-recourse debt which is secured by Company property shall, to the extent possible, be allocated income or 3.2, gain (or item thereof) in an amount not less than the following special allocations 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 made in interpreted to comply with the following orderrequirements of Treasury Regulation Section 1.704-2(f). 3.3.1 7.5.2: If any Member unexpectedly receives any adjustment, allocation or distribution described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704- 1(b)(2)(ii)(d)(5) or through 1.704-1(b)(2)(ii)(d)(6) of the Regulations which causes it to have an, or increases a deficit in the amount of its, Adjusted Member’s Capital Account Deficitas 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, such Member's Adjusted the Capital Account 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) deficit 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 3.3.2 7.5.2 shall be made to a Member only if and only to the extent that such the Member would have an Adjusted a Capital Account 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 deficit after all other allocations provided for in this Article Three Section 7.3 through 7.6 have been tentatively made as if this Section 3.3.2 7.5.2 were not in this the Agreement. 3.3.3 7.5.3: To the extent an adjustment to the adjusted tax basis of any Company asset of the Company 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 AccountsAccounts as the result of a distribution to a Member in complete liquidation of his Interest in the Company, the amount of such the adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of basis) and the asset), and 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. 3.3.4 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: Notwithstanding Section 3.1 or 3.27.3, an allocation of Loss shall not be made to a Member Profits and Losses, if any, allocable to the extent that such allocation would cause such Member to have an Adjusted Capital Account Deficit. An allocation period before the admission of Loss that would any Members shall be made to a Member but for this Section 3.3.4 shall instead be made allocated to the other Members Initial Member. Profits or Losses allocable to the extent period commencing with the admission of Members and in proportion to the amounts of such loss that they could then all subsequent periods shall be allocated without themselves having Adjusted Capital Account Deficits (orin accordance with Section 7.3. 7.5.6: Except as otherwise provided in this Agreement, if such all items of Company income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Members would not have Adjusted Capital Account Deficitsin 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 proportion to reporting their respective Percentages shares of Contribution Capital) Company Profits, Losses and thereafter to the Capital Membersother allocable items for income tax purposes.

Special Allocation Rules. Before any allocations are made pursuant to Section 3.1 or Section 3.2, the following special allocations shall be made in the following order 3.3.1 If any Member unexpectedly receives any adjustment, allocation or distribution described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704- 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) of the Regulations which causes it to have an, or increases the amount of its, Adjusted Capital Account Deficit, 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, such Member's ’s Adjusted Capital Account 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 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(h)(52(i)(5) of the Regulations (the so-called deficit restoration rule)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 3.3.2 shall be made to a Member only if and to the extent that such Member would have an Adjusted Capital Account 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)(52(i)(5) of the Regulations after all other allocations provided for in this Article Three have been tentatively made as if this Section 3.3.2 were not in this Agreement. 3.3.3 To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset), and 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 Section 1.704- 1.704-1(b)(2)(iv)(m) of the Regulations. 3.3.4 Notwithstanding Section 3.1 or 3.2, an a Loss 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 A Loss 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 in proportion to the amounts of such loss 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 Percentages of Contribution CapitalMember Percentages) and thereafter to all of the Capital MembersMembers 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 “excess nonrecourse liabilities” of the Company, within the meaning of Section 1.752-3(a)(3) of the Regulations, each Member’s interest in Company profits shall be equal to his Member Percentage. 3.3.7 Any “partner nonrecourse deductions,” as defined in Section 1.704-2(i)(2) of the Regulations for any Fiscal Year shall be allocated to the Member who bears the economic risk of loss with respect to the nonrecourse liability, as determined and defined under Section 1.704-2(b)(3) of the Regulations to which such “partner nonrecourse deductions” are attributable in accordance with Section 1.704-2(i) of the Regulations.

Special Allocation Rules. Before any allocations are made ------------------------ pursuant to Section 3.1 or 3.23.1, the following special allocations shall be made in the following order: 3.3.1 3.2.1 If any Member unexpectedly receives any adjustment, allocation or distribution described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704- 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) of the Regulations which causes it to have an, or increases the amount of its, Adjusted Capital Account Deficit, 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, such Member's Adjusted Capital Account Deficit as quickly as possible, provided that an allocation pursuant to this Section 3.3.1 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 3.3.1 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 1.704-1.704- 1(b)(2)(ii)(d) of the Regulations. 3.3.2 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 3.3.2 3.2.2 shall be made to a Member only if and to the extent that such Member would have an Adjusted Capital Account 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 this Article Three have been tentatively made as if this Section 3.3.2 3.2.2 were not in this Agreement. 3.3.3 3.2.3 To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset), and 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 Section 1.704- 1.704-1(b)(2)(iv)(m) of the Regulations. 3.3.4 3.2.4 Notwithstanding Section 3.1 or 3.23.1, 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 3.2.4 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 Percentages of Contribution CapitalCapital Contributions) and thereafter to the Capital MembersMember.