Common use of Special Allocations to Capital Accounts Clause in Contracts

Special Allocations to Capital Accounts. Notwithstanding Section 7.01 hereof: (a) No allocations of loss, deduction and/or expenditures described in Section 705(a)(2)(B) of the Code will be charged to the Capital Accounts of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account will instead be charged to the Capital Accounts of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 7.01. (b) If any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4),(5), or (6) of the Treasury Regulations, which create or increase a Deficit Capital Account of such Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will be specially credited to the Capital Account of such Member in an amount and manner sufficient to eliminate (to the extent required by the Treasury Regulations) the Deficit Capital Account so created as quickly as possible. This Section 7.02(b) is intended to be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (c) If any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and such Member’s share of minimum gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations), the Capital Account of such Member will be specially credited with items of Company income (including gross income) and gain in the amount of such excess as quickly as possible. (d) Notwithstanding any other provision of this Section 7.02, if there is a net decrease in the Company’s minimum gain (as defined in Treasury Regulation Section 1.704-2(d)) during a taxable year of the Company, then, the Capital Accounts of each Member will be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to that Member’s share of the net decrease in the Company’s minimum gain. This Section 7.02(d) is intended to comply with the minimum gain chargeback requirement of Section 1.704-2 of the Treasury Regulations and will be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s minimum gain, the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager may in its discretion (and will, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Treasury Regulation Section 1.704-2(f)(4). (e) Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) which are attributable to any nonrecourse debt of the Company and are characterized as Member nonrecourse deductions under Section 1.704-2(i) of the Treasury Regulations will be allocated to the Members’ Capital Accounts in accordance with said Section 1.704-2(i) of the Treasury Regulations. (f) Beginning in the first taxable year in which there are allocations of “nonrecourse deductions” (as described in Section 1.704-2(b) of the Treasury Regulations) such deductions will be allocated to the Members in accordance with, and as a part of, the allocations of Company profit or loss for such period. (g) In accordance with Section 704(c)(1)(A) of the Code and Section 1.704-1(b)(2)(i)(iv) of the Treasury Regulations, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to the property will, solely for federal income 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 and its fair market value at the time of contribution. (h) Pursuant to Section 704(c)(1)(B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in Section 704(c)(2) of the Code, the contributing Member will be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Interest Owner, such Member or Financial Interest Owner will be treated as recognizing gain in an amount equal to the lesser of: (i) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Interest Owner’s Financial Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii) the Net Precontribution Gain (as defined in Section 737(b) of the Code) of the Member or Financial Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Interest Owner under Section 704(c)(1)(B) of the Code if all property which (A) had been contributed to the Company within five (5) years of the distribution, and (B) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Interest Owner to the Company, then such property will not be taken into account under this Section 7.02(i) and will not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis amount) by the Company to a retiring Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, the Capital Accounts of the Members will be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). If under Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ shares of tax items under Section 704(c) of the Code. (k) All recapture of income tax deductions resulting from sale or disposition of Company property will be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (l) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 (b), (c), and/or (d) hereof will be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 and 7.02 will to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article if the special allocations required by Sections 7.02(b), (c), and/or (d) hereof had not occurred.

Special Allocations to Capital Accounts. Notwithstanding Section 7.01 10.01 hereof: (a) No allocations of loss, deduction and/or expenditures described in Section 705(a)(2)(B) of the Code will shall be charged to the Capital Accounts of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account will shall instead be charged to the Capital Accounts of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 7.01Section10.01. (b) If any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4),(5), or (6) of the Treasury Regulations, which create or increase a Deficit Capital Account of such Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will shall be specially credited to the Capital Account of such Member in an amount and manner sufficient to eliminate (to the extent required by the Treasury Regulations) the Deficit Capital Account so created as quickly as possible. This Section 7.02(b10.02(b) is intended to be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (c) If any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and such Member’s share unit of minimum gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations), the Capital Account of such Member will shall be specially credited with items of Company income (including gross income) and gain in the amount of such excess as quickly as possible. (d) Notwithstanding any other provision of this Section 7.0210.02, if there is a net decrease in the Company’s minimum gain (as defined in Treasury Regulation Section 1.704-2(d)) during a taxable year of the Company, then, the Capital Accounts of each Member will shall be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to that Member’s share unit of the net decrease in the Company’s minimum gain. This Section 7.02(d10.02(d) is intended to comply with the minimum gain chargeback requirement of Section 1.704-2 of the Treasury Regulations and will shall be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s minimum gain, the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager Members may in its their discretion (and willshall, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Treasury Regulation Section 1.704-2(f)(4). (e) Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) of the Code which are attributable to any nonrecourse debt of the Company and are characterized as Member nonrecourse deductions under Section 1.704-2(i) of the Treasury Regulations will shall be allocated to the Members’ Capital Accounts in accordance with said Section 1.704-2(i) of the Treasury Regulations. (f) Beginning in the first taxable year in which there are allocations of “nonrecourse deductions” (as described in Section 1.704-2(b) of the Treasury Regulations) such deductions will shall be allocated to the Members in accordance with, and as a part of, the allocations of Company profit or loss for such period. (g) In accordance with Section 704(c)(1)(A) of the Code and Section 1.704-1(b)(2)(i)(iv) of the Treasury Regulations, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to the property willshall, solely for federal income 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 and its fair market value at the time of contribution. (h) Pursuant to Section 704(c)(1)(B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in Section 704(c)(2) of the Code, the contributing Member will shall be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Economic Interest Owner, such Member or Financial Economic Interest Owner will shall be treated as recognizing gain in an amount equal to the lesser of: (i) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Economic Interest Owner’s Financial Economic Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii) the Net Precontribution Gain (as defined in Section 737(b) of the Code) of the Member or Financial Economic Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Economic Interest Owner under Section 704(c)(1)(B) of the Code if all property which (A) had been contributed to the Company within five (5) years of the distribution, and (B) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Economic Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Economic Interest Owner to the Company, then such property will shall not be taken into account under this Section 7.02(i10.02(i) and will shall not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will shall not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis deminimis amount) by a new or existing Member or Financial Economic Interest Owner as consideration for a Financial an Economic Interest or Membership Interest, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis deminimis amount) by the Company to a retiring Member or Financial Economic Interest Owner as consideration for a Financial an Economic Interest or Membership Interest, the Capital Accounts of the Members will shall be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). If under Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will shall be shared united among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ shares units of tax items under Section 704(c) of the Code. (k) All recapture of income tax deductions resulting from sale or disposition of Company property will shall be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (l) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 Section10.02 (b), (c), and/or (d) hereof will shall be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.0110.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 10.01 and 7.02 will 10.02 shall to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article if the special allocations required by Sections 7.02(b10.02 (b), (c), and/or (d) hereof had not occurred.

Special Allocations to Capital Accounts. Notwithstanding Section 7.01 hereof9.1 of this Agreement, the following special allocations shall be made in the following order: (a) No allocations of loss, deduction and/or expenditures described in Section 705(a)(2)(B) of In the Code will be charged to the Capital Accounts of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account will instead be charged to the Capital Accounts of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 7.01. (b) If event that any Member unexpectedly receives any adjustments, allocations, allocations or distributions Distributions described in Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4),(51(b)(2)(ii)(d)(4), (5), or (6) of the Treasury Regulations), which create or increase a Deficit Capital Account of such Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will shall be specially credited allocated to the Capital Account of such Member in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit Capital Account so created as quickly as possible. This It is the intent that this Section 7.02(b9.2(a) is intended to be interpreted to comply with the alternate test for economic effect set forth in Regulations Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations). (cb) If The Losses allocated pursuant to Section 9.1 of this Agreement shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have a Deficit Capital Account at the end of any Fiscal Year. In the event that some, but not all, of the Members would have Deficit Capital Accounts as a consequence of an allocation of Losses pursuant to Section 9.1 of this Agreement, the limitation set forth in the preceding sentence shall be applied on a Member by Member basis so as to allocate the maximum permissible Losses to each Member under Regulations Section 1.704-1(b)(2)(ii)(d). All Losses in excess of the limitation set forth in this Section 9.2(b) shall be allocated to the Members in proportion to their respective positive Capital Account balances, if any, and thereafter to the Members in accordance with their Sharing Ratios. In the event that any Member would have a Deficit Capital Account at the end of any Company taxable year Fiscal Year which is in excess of the sum of any amount the amount, if any, that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and such Member’s 's share of minimum gain Company Minimum Gain as defined in Regulations Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Regulations Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations)), the Capital Account of such Member will shall be specially credited with items of Company income (including gross income) and gain in the amount of such excess as quickly as possible. (dc) Notwithstanding any other provision of this Section 7.029.2, if there is a net decrease in the Company’s minimum gain (as defined in Treasury Regulation Section 1.704-2(d)) Company Minimum Gain during a taxable year of the CompanyFiscal Year, then, then the Capital Accounts of each Member will shall be allocated items of income (including gross income) and gain for such year Fiscal Year (and if necessary for for, subsequent yearsFiscal Years) equal to that Member’s 's share of the net decrease in the Company’s minimum gainCompany Minimum Gain. This Section 7.02(d9.2(c) is intended to comply with the minimum gain chargeback requirement of Regulations Section 1.704-2 of the Treasury Regulations and will shall be interpreted consistently therewith. If in any taxable year Fiscal Year that the Company has a net decrease in the Company’s minimum gainCompany Minimum Gain, if the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager may in its discretion (and willshall, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Treasury Regulation Regulations Section 1.704-2(f)(4). (d) Notwithstanding any other provision of this Section 9.2 except Section 9.2(c), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company Fiscal Year, each Member who has a share of the Member Minimum Gain as of the beginning of the Fiscal Year shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) equal to such Member's share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt. A Member's share of the net decrease in Member Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(i)(4); provided, however, that a Member shall not be subject to this provision to the extent that an exception is provided by Regulations Section 1.704-2(i)(4) and any Revenue Rulings issued with respect thereto. Any Member Minimum Gain allocated pursuant to this provision shall consist of first, gains recognized from the disposition of Company Property subject to the Member Nonrecourse Debt, and, second, if necessary, a pro rata portion of the Company's other items of income or gain (including gross income) for that Fiscal Year. This Section 9.2(d) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Nonrecourse deductions, as defined in Regulations Section l.704-2(b)(1), for any Fiscal Year shall be specially allocated among the Members in proportion to their Sharing Ratios. Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) which are attributable to any nonrecourse debt of the Company and are characterized as Member partner nonrecourse deductions under Regulations Section 1.704-2(i) of the Treasury Regulations will shall be allocated to the Members’ ' Capital Accounts in accordance with said Section 1.704-2(i) of the Treasury RegulationsMembers' Sharing Ratios. (f) Beginning in To the first taxable year in which there are allocations extent that an adjustment to the adjusted tax basis of “nonrecourse deductions” (as described in any Company asset pursuant to Code Section 734(b) or 743(b) is required pursuant to Regulations Section 1.704-2(b1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a Distribution to a Member in complete liquidation of its Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Treasury Regulationsasset) or loss (if the adjustment decreases such deductions will basis), and such gain or loss shall be specially allocated to the Members in accordance with, and as a part of, with their interests in the allocations of Company profit or loss for such period. (g) In accordance with Section 704(c)(1)(A) of in the Code and event Regulations Section 1.704-1(b)(2)(i)(iv1(b)(2)(iv)(m)(2) of the Treasury Regulationsapplies, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect or to the property will, solely for federal income tax purposes, be allocated among the Members so as Member to take account of any variation between the adjusted basis of whom such property to the Company and its fair market value at the time of contribution. (h) Pursuant to Section 704(c)(1)(B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in Section 704(c)(2) of the Code, the contributing Member will be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Interest Owner, such Member or Financial Interest Owner will be treated as recognizing gain in an amount equal to the lesser of: (i) the excess (if any) of (A) the fair market value of the property (other than money) received Distribution was made in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Interest Owner’s Financial Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii) the Net Precontribution Gain (as defined in Section 737(b) of the Code) of the Member or Financial Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Interest Owner under Section 704(c)(1)(B) of the Code if all property which (A) had been contributed to the Company within five (5) years of the distribution, and (B) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Interest Owner to the Company, then such property will not be taken into account under this Section 7.02(i) and will not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis amount) by the Company to a retiring Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, the Capital Accounts of the Members will be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation event Regulations Section 1.704-1(b)(2)(iv)(f). If under Section 1.704-1(b)(2)(iv)(f1(b)(2)(iv)(m)(4) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ shares of tax items under Section 704(c) of the Codeapplies. (k) All recapture of income tax deductions resulting from sale or disposition of Company property will be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (l) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 (b), (c), and/or (d) hereof will be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 and 7.02 will to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article if the special allocations required by Sections 7.02(b), (c), and/or (d) hereof had not occurred.

Special Allocations to Capital Accounts. Notwithstanding Section 7.01 hereof: (a) No allocations of loss, deduction deduction, and/or expenditures described in Section IRC § 705(a)(2)(B) of the Code will shall be charged to the Capital Accounts of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction deduction, and/or Code Section IRC § 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account will shall instead be charged to the Capital Accounts Account of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 7.0110.01 herainabove. (b) a. If any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4),(5l(b)(2)(ii)(d)(4), (5), or (6) of the Treasury Regulations), which create or increase a Deficit Capital Account of such the Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will shall be specially credited to the Capital Account of such the Member in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit Capital Account so created as quickly as possible. This It is the intent that this Section 7.02(b10.02(a) is intended to be interpreted to comply with the alternate test for economic effect set forth in Section Treas. Reg. § 1.704-1(b)(2)(ii)(d) of the Treasury Regulationsl(b)(2)(ii)(d). (c) b. If any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such the Member is obligated to restore to the Company under Treasury Regulations Section Treas. Reg. § 1.704-1(b)(2)(ii)(c) and such the Member’s share of minimum gain as defined in Section Treas. Reg. § 1.704-2(g)(12(g)(l) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Section Treas. Reg. § 1.704-1(b)(2)(ii)(d) of the Treasury Regulationsl(b)(2)(ii)(d)), the Capital Account of such the Member will shall be specially credited with items of Company Membership income (including gross income) and gain in the amount of such the excess as quickly as possible. (d) c. Notwithstanding any other provision of this Section 7.0210.02, if there is a net decrease in the Company’s minimum gain (as defined in Treasury Regulation Section Treas. Reg. § 1.704-2(d)) during a taxable year of the Company, then, the Capital Accounts of each Member will shall be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to that Member’s share of the net decrease in the Company’s Company minimum gain. This Section 7.02(d10.02(c) is intended to comply with the minimum gain chargeback charge back requirement of Section Treas. Reg. § 1.704-2 of the Treasury Regulations and will shall be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s minimum gain, if the minimum gain chargeback charge back requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager Board of Managers may in its their discretion (and willshall, if requested to do so by a Member) seek to have the Internal Revenue Service IRS waive the minimum gain chargeback charge back requirement in accordance with Treasury Regulation Section Treas. Reg. § 1.704-2(f)(4). (e) d. Items of Company loss, deduction deduction, and expenditures described in Section IRC §705(a)(2)(B) which are attributable to any nonrecourse debt of the Company and are characterized as Member partner (Member) nonrecourse deductions under Section 1.704Treas. Reg. § l.704-2(i) of the Treasury Regulations will shall be allocated to the Members’ Capital Accounts in accordance with said Section Treas. Reg. § 1.704-2(i) of the Treasury Regulations). (f) e. Beginning in the first taxable year in which there are allocations of “nonrecourse deductions” (as described in Section Treas. Reg. § 1.704-2(b)) of the Treasury Regulations) such those deductions will shall be allocated to the Members in accordance with, and as a part of, the allocations of Company profit or loss for such that period. (g) f. In accordance with Section 704(c)(1)(A) of the Code and Section 1.704-1(b)(2)(i)(iv) of the Treasury Regulations, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to the property will, solely for federal income 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 and its fair market value at the time of contribution. (h) Pursuant to Section 704(c)(1)(B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in Section 704(c)(2) of the Code, the contributing Member will be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Interest Owner, such Member or Financial Interest Owner will be treated as recognizing gain in an amount equal to the lesser of: (i) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Interest Owner’s Financial Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii) the Net Precontribution Gain (as defined in Section 737(b) of the Code) of the Member or Financial Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Interest Owner under Section 704(c)(1)(B) of the Code if all property which (A) had been contributed to the Company within five (5) years of the distribution, and (B) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Interest Owner to the Company, then such property will not be taken into account under this Section 7.02(i) and will not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis amount) by the Company to a retiring Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, the Capital Accounts of the Members will be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(fIRC § 704(c)(l)(A). If under Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ shares of tax items under Section 704(c) of the Code. (k) All recapture of income tax deductions resulting from sale or disposition of Company property will be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (l) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 (b), (c), and/or (d) hereof will be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 and 7.02 will to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article if the special allocations required by Sections 7.02(b), (c), and/or (d) hereof had not occurred.

Special Allocations to Capital Accounts. Notwithstanding Section 7.01 hereof8.1: (a) No allocations of loss, deduction and/or expenditures described in Code Section 705(a)(2)(B) of the Code will shall be charged to the Capital Accounts Account of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account will shall instead be charged to the Capital Accounts Account of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, Contributions or, if no such Members exist, then to the Members in accordance with their interests in Company profits Net Profits pursuant to Section 7.018.1. (b) If In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4),(51(b)(2)(ii)(d)(4), or (5), (6) of the Treasury Regulations, Regulations which create or increase a Deficit Capital Account of such Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will shall be specially credited to the Capital Account of such Member in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit Capital Account so created as quickly as possible. This It is the intent that this Section 7.02(b8.2(b) is intended to be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (c) If In the event any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations and such Member’s share of minimum gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations), the Capital Account of such Member will shall be specially credited with items of Company membership income (including gross income) and gain in the amount of such excess as quickly as possible. (d) Notwithstanding any other provision of this Section 7.028.2, if there is a net decrease in the Company’s minimum gain (as defined in Treasury Regulation Section 1.704-2(d)) of the Treasury Regulations during a taxable year of the Company, then, the Capital Accounts Account of each Member will shall be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to that Member’s share of the net decrease in the Company’s Company minimum gain. This Section 7.02(d8.2(d) is intended to comply with the minimum gain chargeback requirement of Section 1.704-2 of the Treasury Regulations and will shall be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s minimum gain, the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager may in its discretion (and will, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Treasury Regulation Section 1.704-2(f)(4). (e) Items of Company loss, deduction and expenditures described in Code Section 705(a)(2)(B) which are attributable to any nonrecourse debt of the Company and are characterized as Member partner (Member) nonrecourse deductions under Section 1.704-2(i) of the Treasury Regulations will shall be allocated to the Members’ Capital Accounts in accordance with said Section 1.704-2(i) of the Treasury Regulations. (f) Beginning in the first taxable year in which there are allocations of “nonrecourse deductions” (as described in Section 1.704-2(b) of the Treasury Regulations) such deductions will shall be allocated to the Members in accordance with, and as a part of, the allocations of Company profit Net Profits or loss Net Losses for such period. (g) In accordance with Code Section 704(c)(1)(A) of the Code and Section 1.704-1(b)(2)(i)(iv) of the Treasury Regulations704(c), if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to the property willshall, solely for federal income 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 and its fair market value at the time of contribution. (h) Pursuant to Code Section 704(c)(1)(B) of the Code), if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in Code Section 704(c)(2) of the Code), the contributing Member will shall be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Code Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Interest Owner, such Member or Financial Interest Owner will be treated as recognizing gain in an amount equal to the lesser of: (i) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Interest Owner’s Financial Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii) the Net Precontribution Gain (as defined in Section 737(b) of the Code) of the Member or Financial Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Interest Owner under Section 704(c)(1)(B) of the Code if all property which (A) had been contributed to the Company within five (5) years of the distribution, and (B) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Interest Owner to the Company, then such property will not be taken into account under this Section 7.02(i) and will not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis amount) by the Company to a retiring Member or Financial Interest Owner as consideration for a Financial Interest or Membership InterestMember, the Capital Accounts of the Members will shall be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f)) of the Treasury Regulations. If If, under Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will shall be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ shares of tax items under Code Section 704(c) of the Code). (k) All recapture of income tax deductions resulting from sale or disposition of Company property will be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (lj) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 (bSections 8.2(b), (c), ) and/or (d) hereof will shall be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.018.1, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 8.1 and 7.02 will 8.2 shall, to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article 8 if the special allocations required by Sections 7.02(b8.2(b), (c), ) and/or (d) hereof had not occurred.

Special Allocations to Capital Accounts. Notwithstanding Section 7.01 9.01 hereof: (a) No allocations of loss, deduction and/or expenditures described in Section 705(a)(2)(B) of the Code will shall be charged to the Capital Accounts Account of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account will shall instead be charged to the Capital Accounts of any Members which would not have a Deficit Capital Account Accounts as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 7.019.01. (b) If In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4),(51(b)(2)(ii)(d)(4), (5), or (6) of the Treasury Regulations, which create or increase a Deficit Capital Account of such Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will shall be specially credited to the Capital Account of such Member in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit Capital Account so created as quickly as possible. This It is the intent that this Section 7.02(b9.02(b) is intended to be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (c) If In the event any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and such Member’s share of minimum gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations), the Capital Account of such Member will shall be specially credited with items of Company Membership income (including gross income) and gain in the amount of such excess as quickly as possible. (d) Notwithstanding any other provision of this Section 7.029.02, if there is a net decrease in the Company’s minimum gain (as defined in Treasury Regulation Section 1.704-2(d)) during a taxable year of the Company, then, the Capital Accounts of each Member will shall be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to to- that Member’s share of the net decrease in the Company’s Company minimum gain. This Section 7.02(d9.02(d) is intended to comply with the minimum gain chargeback requirement of Section 1.704-2 of the Treasury Regulations and will shall be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s minimum gain, if the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager Managers may in its their discretion (and willshall, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Treasury Regulation Section 1.704-2(f)(4). . (e) Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) which are attributable to any nonrecourse debt of the Company and are characterized as Member partner (Member) nonrecourse deductions under Section 1.704-2(i) of the Treasury Regulations will shall be allocated to the Members’ Capital Accounts in accordance with said Section 1.704-2(i) of the Treasury Regulations. (f) Beginning in the first taxable year in which there are allocations of “nonrecourse deductions” (as described in Section 1.704-2(b) of the Treasury Regulations) such deductions will be allocated to the Members in accordance with, and as a part of, the allocations of Company profit or loss for such period. (g) In accordance with Section 704(c)(1)(A) of the Code and Section 1.704-1(b)(2)(i)(iv) of the Treasury Regulations, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to the property will, solely for federal income 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 and its fair market value at the time of contribution. (h) Pursuant to Section 704(c)(1)(B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in Section 704(c)(2) of the Code, the contributing Member will be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Interest Owner, such Member or Financial Interest Owner will be treated as recognizing gain in an amount equal to the lesser of: (i) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Interest Owner’s Financial Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii) the Net Precontribution Gain (as defined in Section 737(b) of the Code) of the Member or Financial Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Interest Owner under Section 704(c)(1)(B) of the Code if all property which (A) had been contributed to the Company within five (5) years of the distribution, and (B) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Interest Owner to the Company, then such property will not be taken into account under this Section 7.02(i) and will not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis amount) by the Company to a retiring Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, the Capital Accounts of the Members will be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). If under Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ shares of tax items under Section 704(c) of the Code. (k) All recapture of income tax deductions resulting from sale or disposition of Company property will be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (l) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 (b), (c), and/or (d) hereof will be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 and 7.02 will to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article if the special allocations required by Sections 7.02(b), (c), and/or (d) hereof had not occurred.

Special Allocations to Capital Accounts. Notwithstanding Section 7.01 hereof: (a) No allocations of loss, deduction deduction, and/or expenditures described dexcribed in IRC Section 705(a)(2)(B) of the Code will shall be charged to the Capital Accounts of any Member expenditures if such described allocation in IRC would Section cause such 705(a)(2)(B) Member to shall have be a charged Deficit to Capital the Account. The amount of the loss, deduction deduction, and/or Code IRC Section 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account will shall instead be charged to the Capital Accounts Account of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 7.019.01 above. (b) a. If any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704Treas. Reg. Section l.704-1(b)(2)(ii)(d)(4),(5l(b)(2)(ii)(d)(4), (5), or (6) of the Treasury Regulations), which create or increase a Deficit Capital Account of such the Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will shall be specially credited to the Capital Account of such the Member in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit Capital Account so created as quickly as possible. This It is the intent that this Section 7.02(b9.02(a) is intended to be interpreted to comply with the alternate test for economic effect set forth in Treas. Reg. Section 1.7041. 704-1(b)(2)(ii)(d) of the Treasury Regulations1 (b)(2)(ii)( d). (c) b. If any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such the Member is obligated to restore to the Company under Treasury Regulations Treas. Reg. Section 1.704-1(b)(2)(ii)(cl(b)(2)(ii)(c) and such the Member’s 's share of minimum gain as defined in Treas. Reg. Section 1.704l.704-2(g)(12(g)(l) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Treas. Reg. Section 1.704I. 704-1(b)(2)(ii)(d) of the Treasury Regulations1 (b )(2)(ii)( d)), the Capital Account of such the Member will shall be specially credited with items of Company Membership income (including gross income) and gain in the amount of such the excess as quickly as possible. (d) c. Notwithstanding any other provision of this Section 7.029 .02, if there is a net decrease in the Company’s 's minimum gain (as defined in Treasury Regulation Treas. Reg. Section 1.704l. 704-2(d)2( d) during a taxable year of the Company, then, the Capital Accounts of each Member will shall be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to that Member’s 's share of the net decrease in the Company’s Company minimum gain. This Section 7.02(d9.02(c) is intended to comply with the minimum gain chargeback requirement of Treas. Reg. Section 1.7041. 704-2 of the Treasury Regulations and will shall be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s Company minimum gain, if the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager Managers may in its their discretion (and willshall, if requested to do so by a Member) seek to have the Internal Revenue Service IRS waive the minimum gain chargeback requirement in accordance with Treasury Regulation Treas. Reg. Section 1.704l.704-2(f)(42(t)(4). (e) d. Items of Company loss, deduction deduction, and expenditures described in IRC Section 705(a)(2)(B) which are attributable to any nonrecourse debt of the Company and are characterized as Member partner (Member) nonrecourse deductions under Treas. Reg. Section 1.704I. 704-2(iZ(i) of the Treasury Regulations will shall be allocated to the Members’ Member's Capital Accounts in accordance with said Treas. Reg. Section 1.7041. 704-2(i) of the Treasury Regulations). (f) e. Beginning in the first taxable year in which there are allocations of “nonrecourse "nonrecoursc deductions” " (as described in Treas. Reg. Section 1.704l.704-2(b)) of the Treasury Regulations) such those deductions will shall be allocated to the Members in accordance with, and as a part of, the allocations of Company profit or loss for such that period. (g) f. In accordance with IRC Section 704(c)(1)(A704(c)(l)(A) of the Code and Treas. Reg. Section 1.704l.704-1(b)(2)(i)(iv) of the Treasury Regulationsl(b)(2)(i), (iv), if a Member member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss loss, and deductions with respect to for the property willshall, solely for federal income tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such the property to the Company and its fair market value at the time of contribution. (h) g. Pursuant to IRC Section 704(c)(1)(B) of the Code704(c)(l)(B), if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in IRC Section 704(c)(2) of the Code704( c )(2), the contributing Member will shall be treated as recognizing gain or loss from the sale of such the property in an amount equal to the gain or loss that would have been allocated to such the Member under IRC Section 704(c)(1)(A704(c)(l)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) h. In the case of any distribution by the Company to a Member or Financial Economic Interest Owner, such the Member or Financial Economic Interest Owner will shall be treated as recognizing gain in an amount equal to the lesser of: (i) the i. The excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such the Member’s 's Membership Interest or Financial Economic Interest Owner’s Financial 's Economic Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, ; or (ii) the . The Net Precontribution Gain (as defined in IRC Section 737(b) of the Code)) of the Member or Financial Economic Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Economic Interest Owner under IRC Section 704(c)(1)(B704(c)(l)(B) of the Code if all property which (A) had been contributed to the Company within five (5) years of the distribution, and (B) is held by the Company immediately before the distribution, had been distributed by the Company Company. to another Member Member, or Financial Economic Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Economic Interest Owner to the Company, then such the property will shall not be taken into account under this Section 7.02(i9.02(i) and will shall not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will shall not apply to the extent that the value of such the interest is attributable to the property contributed to such the entity after such interest had been contributed to the Company. (j) i. In connection with a Capital Contribution of money or other property (( other than a de minimis amount) by a new or existing Member or Financial Economic Interest Owner as consideration for a Financial an Economic Interest or Membership Interest, or in connection with the liquidation of the Company or a distribution of money or other property (( other than a de minimis amount) by the Company to a retiring Member or Financial Economic Interest Owner as consideration for a Financial an Economic Interest or Membership Interest, the Capital Accounts of the Members will shall be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Treas. Reg. Section 1.704l.704-1(b)(2)(iv)(fl(b)(2)(iv)(f). If under Treas. Reg. Section 1.704l.704-1(b)(2)(iv)(f) of the Treasury Regulationsl(b)(2)(iv)(f), Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such the property, then depreciation, depletion, amortization and gain or loss with respect to such property will shall be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ ' shares of tax items under IRC Section 704(c) of the Code). (k) j. All recapture of income tax deductions resulting from sale or disposition of Company property will shall be allocated to the Member or Members to whom the deduction that gave rise to such the recapture was allocated hereunder to the extent that such the Member is allocated any gain from the sale or other disposition of such the property. (l) k. Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 Sections 9 .02 (b), (c), and/or (d) hereof will ), shall be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.019.01 above, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 9.01 and 7.02 will 9 .02 shall to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article IX if the special allocations required by Sections 7.02(b9.02(b), (c), and/or (d) hereof ), had not occurred.

Special Allocations to Capital Accounts. Notwithstanding Section 7.01 hereof8.1 of this Agreement, the following special allocations shall be made in the following order: (a) No allocations of loss, deduction and/or expenditures described in Section 705(a)(2)(B) of In the Code will be charged to the Capital Accounts of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account will instead be charged to the Capital Accounts of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 7.01. (b) If event that any Member unexpectedly receives any adjustments, allocations, allocations or distributions Distributions described in Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4),(51(b)(2)(ii)(d)(4), (5), or (6) of the Treasury Regulations), which create or increase a Deficit Capital Account of such Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will shall be specially credited allocated to the Capital Account of such Member in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit Capital Account so created as quickly as possible. This It is the intent that this Section 7.02(b8.2(a) is intended to be interpreted to comply with the alternate test for economic effect set forth in Regulations Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations). (cb) If The Losses allocated pursuant to Section 8.1 of this Agreement shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have a Deficit Capital Account at the end of any Fiscal Year. In the event that some, but not all, of the Members would have Deficit Capital Accounts as a consequence of an allocation of Losses pursuant to Section 8.1 of this Agreement, the limitation set forth in the preceding sentence shall be applied on a Member by Member basis so as to allocate the maximum permissible Losses to each Member under Regulations Section 1.704-1(b)(2)(ii)(d). All Losses in excess of the limitation set forth in this Section 8.2(b) shall be allocated to the Members in proportion to their respective positive Capital Account balances, if any, and thereafter to the Members in accordance with their Sharing Ratios. In the event that any Member would have a Deficit Capital Account at the end of any Company taxable year Fiscal Year which is in excess of the sum of any amount the amount, if any, that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and such Member’s 's share of minimum gain Company Minimum Gain as defined in Regulations Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Regulations Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations)), the Capital Account of such Member will shall be specially credited with items of Company income (including gross income) and gain in the amount of such excess as quickly as possible. (dc) Notwithstanding any other provision of this Section 7.028.2, if there is a net decrease in the Company’s minimum gain (as defined in Treasury Regulation Section 1.704-2(d)) Company Minimum Gain during a taxable year of the CompanyFiscal Year, then, then the Capital Accounts of each Member will shall be allocated items of income (including gross income) and gain for such year Fiscal Year (and if necessary for subsequent yearsFiscal Years) equal to that Member’s 's share of the net decrease in the Company’s minimum gainCompany Minimum Gain. This Section 7.02(d8.2(c) is intended to comply with the minimum gain chargeback requirement of Regulations Section 1.704-2 of the Treasury Regulations and will shall be interpreted consistently therewith. If in any taxable year Fiscal Year that the Company has a net decrease in the Company’s minimum gainCompany Minimum Gain, if the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager may in its discretion (and willshall, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Treasury Regulation Regulations Section 1.704-2(f)(4). (ed) Items Notwithstanding any other provision of Company lossthis Section 8.2, deduction and expenditures described in except Section 705(a)(2)(B) which are attributable to any nonrecourse debt of the Company and are characterized as Member nonrecourse deductions under Section 1.704-2(i) of the Treasury Regulations will be allocated to the Members’ Capital Accounts in accordance with said Section 1.704-2(i) of the Treasury Regulations. (f) Beginning in the first taxable year in which there are allocations of “nonrecourse deductions” (as described in Section 1.704-2(b) of the Treasury Regulations) such deductions will be allocated to the Members in accordance with, and as a part of, the allocations of Company profit or loss for such period. (g) In accordance with Section 704(c)(1)(A) of the Code and Section 1.704-1(b)(2)(i)(iv) of the Treasury Regulations8.2(c), if there is a net decrease in Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to the property will, solely for federal income 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 and its fair market value at the time of contribution. (h) Pursuant to Section 704(c)(1)(B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in Section 704(c)(2) of the Code, the contributing Member will be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company Minimum Gain attributable to a Member or Financial Interest OwnerNonrecourse Debt during any Company Fiscal Year, such each Member or Financial Interest Owner will be treated as recognizing gain in an amount equal to the lesser of: (i) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Interest Owner’s Financial Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii) the Net Precontribution Gain (as defined in Section 737(b) of the Code) who has a share of the Member or Financial Interest Owner. The Net Precontribution Minimum Gain means as of the beginning of the Fiscal Year shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) equal to such Member's share of the net gain (if any) which would have been recognized by the distributee decrease in Member or Financial Interest Owner under Section 704(c)(1)(B) of the Code if all property which (A) had been contributed to the Company within five (5) years of the distribution, and (B) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Interest Owner to the Company, then such property will not be taken into account under this Section 7.02(i) and will not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will not apply to the extent that the value of such interest is Minimum Gain attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis amount) by the Company to a retiring Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, the Capital Accounts of the Members will be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). If under Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ shares of tax items under Section 704(c) of the Code. (k) All recapture of income tax deductions resulting from sale or disposition of Company property will be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (l) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 (b), (c), and/or (d) hereof will be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 and 7.02 will to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article if the special allocations required by Sections 7.02(b), (c), and/or (d) hereof had not occurred.such

Special Allocations to Capital Accounts. Notwithstanding Section 7.01 9.01 hereof: (a) No allocations of loss, deduction and/or expenditures described in Section 705(a)(2)(B) of the Code will shall be charged to the Capital Accounts Account of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account will shall instead be charged to the Capital Accounts of any Members which would not have a Deficit Capital Account Accounts as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 7.019.01. (b) If In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4),(51(b)(2)(ii)(d)(4), (5), or (6) of the Treasury Regulations, which create or increase a Deficit Capital Account of such Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will shall be specially credited to the Capital Account of such Member in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit Capital Account so created as quickly as possible. This It is the intent that this Section 7.02(b9.02(b) is intended to be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (c) If In the event any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and such Member’s share of minimum gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Section 1.704-1(b)(2)(ii)(d2(g)(l) of the Treasury Regulations), the Capital Account of such Member will shall be specially credited with items of Company Membership income (including gross income) and gain in the amount of such excess as quickly as possible. (d) Notwithstanding any other provision of this Section 7.029.02, if there is a net decrease in the Company’s minimum gain (as defined in Treasury Regulation Section 1.704-2(d)) during a taxable year of the Company, then, the Capital Accounts of each Member will shall be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to that Member’s share of the net decrease in the Company’s Company minimum gain. OPERATING AGREEMENT OF BADLANDS LEASING, LLC, A NORTH DAKOTA LIMITED LIABILITY COMPANY This Section 7.02(d9.02(d) is intended to comply with the minimum gain chargeback requirement of Section 1.704-2 of the Treasury Regulations and will shall be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s minimum gain, if the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager Managers may in its their discretion (and willshall, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Treasury Regulation Section 1.704-2(f)(4). (e) Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) which are attributable to any nonrecourse debt of the Company and are characterized as Member partner (Member) nonrecourse deductions under Section 1.704-2(i) of the Treasury Regulations will shall be allocated to the Members’ Capital Accounts in accordance with said Section 1.704-2(i) of the Treasury Regulations. (f) Beginning in the first taxable year in which there are allocations of “nonrecourse deductions” (as described in Section 1.704-2(b) of the Treasury Regulations) such deductions will shall be allocated to the Members in accordance with, and as a part of, the allocations of Company profit or loss for such period. (g) In accordance with Section 704(c)(1)(A) of the Code and Section 1.704-1(b)(2)(i)(iv1(b)(2)(iv)(d)(3) of the Treasury Regulations, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to the property willshall, solely for federal income 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 and its fair market value at the time of contribution. (h) Pursuant to Section 704(c)(1)(B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within five (5) seven years of being contributed, then, except as provided in Section 704(c)(2) of the Code, the contributing Member will shall be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Economic Interest Owner, such Member or Financial Economic Interest Owner will shall be treated as recognizing gain in an amount equal to the lesser of: (i1) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Economic Interest Owner’s Financial Economic Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, oror OPERATING AGREEMENT OF BADLANDS LEASING, LLC, A NORTH DAKOTA LIMITED LIABILITY COMPANY (ii2) the Net Precontribution Gain (as defined in Section 737(b) of the Code) of the Member or Financial Economic Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Economic Interest Owner under Section 704(c)(1)(B) of the Code if all property which (A1) had been contributed to the Company within five (5) years of the distribution, and (B2) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Economic Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Economic Interest Owner to the Company, then such property will shall not be taken into account under this Section 7.02(i9.02(i) and will shall not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will shall not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Economic Interest Owner as consideration for a Financial an Economic Interest or Membership Interest, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis amount) by the Company to a retiring Member or Financial Economic Interest Owner as consideration for a Financial an Economic Interest or Membership Interest), the Capital Accounts of the Members will shall be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). If under Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will shall be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ shares of tax items under Section 704(c) of the Code. (k) All recapture of income tax deductions resulting from sale or disposition of Company property will shall be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (l) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 (bSections 9.02(b), (c), ) and/or (d) hereof will shall be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.019.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 9.01 and 7.02 will 9.02 shall to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article IX if the special allocations required by Sections 7.02(b9.02(b), (c), ) and/or (d) hereof had not occurred.. OPERATING AGREEMENT OF BADLANDS LEASING, LLC, A NORTH DAKOTA LIMITED LIABILITY COMPANY

Special Allocations to Capital Accounts. Notwithstanding Section 7.01 8.01 hereof: (a) No allocations of loss, deduction and/or expenditures described in Code Section 705(a)(2)(B705 (a)(2)(B) of the Code will shall be charged to the Capital Accounts Account of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B705 (a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account will shall instead be charged to the Capital Accounts Account of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 7.01. (b) If In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4),(51.704- l(b)(2)(ii)(d)(4), or (5), and (6) of the Treasury Regulations, which create or increase a Deficit Capital Account of such Member, then items of Company income and gain (consisting of a pro rata rate portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will shall be specially credited to the Capital Account of such Member in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit Capital Account so created as quickly as possible. This It is the intent that this Section 7.02(b7.02 (b) is intended to be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d1.7041 (b)(2)(ii)(d) of the Treasury Regulations. (c) If In the event any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and such Member’s 's share of minimum gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Section 1.704-1(b)(2)(ii)(dl(b)(2)(11)(d) of the Treasury Regulations), the Capital Account of such Member will shall be specially credited with items of Company Membership income (including gross income) and gain in the amount of such excess as quickly as possible. (d) Notwithstanding any other provision of this Section 7.02, if there is a net decrease in the Company’s 's minimum gain (as defined in Treasury Regulation Section 1.704-2(d)) during a taxable year of the Company, then, then the Capital Accounts Account of each Member will shall be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to that Member’s 's share of the net decrease in the Company’s Company minimum gain. This Section 7.02(d7.02 (d) is intended to comply with the minimum gain chargeback charge back requirement of Section 1.704-2 of the Treasury Regulations and will shall be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s 's minimum gain, and the minimum gain chargeback charge back requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager Managers may in its their discretion (and willshall, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback charge back requirement in accordance with Treasury Regulation Section 1.704-2(f)(42 (f)(4). (e) Items of Company loss, deduction and expenditures described in Code Section 705(a)(2)(B705 (a)(2)(B) which are attributable to any nonrecourse debt of the Company and are characterized as Member partner (Member) nonrecourse deductions under Section 1.704-2(i) of the Treasury Regulations will shall be allocated to the Members’ ' Capital Accounts in accordance with said Section 1.704-2(i) of the Treasury Regulations. (f) Beginning in the first taxable year in which there are allocations of “"nonrecourse deductions” " (as described in Section 1.7041,704-2(b) of the Treasury Regulations) such deductions will shall be allocated to the Members in accordance with, and as a part of, the allocations of Company profit or loss for such period. (g) In accordance with Code Section 704(c)(1)(A) of the Code and Section 1.704-1(b)(2)(i)(iv) of Section1.704- l(b)(2)(i)(iv)of the Treasury Regulations, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions deduction with respect to the property willshall, solely for federal income 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 and its fair market value at the time of contribution. (h) Pursuant to Code Section 704(c)(1)(B) of the Code), if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in Code Section 704(c)(2) of the Code), the contributing Member will shall be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Code Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Interest OwnerMember, such Member or Financial Interest Owner will shall be treated as recognizing gain in an amount equal to the lesser of: (i1) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s 's Membership Interest or Financial Interest Owner’s Financial Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii2) the Net Precontribution Pre-contribution Gain (as defined in Code Section 737(b737 (b)) of the Code) of the Member or Financial Interest OwnerMember. The Net Precontribution Pre-contribution Gain means the net gain (if any) which would have been recognized by the distributee distributes Member or Financial Interest Owner under Code Section 704(c)(1)(B) of the Code if all property which (A1) had been contributed to the Company within five (5) years of the distribution, and (B2) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Interest Owner. If any portion of the property distributed consists of if such property which had been contributed by the distributee distributes Member or Financial Interest Owner to the Company, then such property will shall not be taken into account under this Section 7.02(i7.02 (i) and will shall not be taken into account in determining the amount of the Net Precontribution Pre-contribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will shall not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis amount) by the Company to a retiring Member or Financial Interest Owner (as consideration for a Financial Interest or Membership Interest), the Capital Accounts of the Members will members shall be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(fl(b)(2)(iv)(f). If If, under Section 1.704-1(b)(2)(iv)(f1.7041(b)(2)(iv)(f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will shall be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ ' shares of tax items under Code Section 704(c) of the Code). (k) All recapture of income tax deductions resulting from the sale or disposition of Company property will shall be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member member is allocated any gain from the sale or other disposition of such property. (l1) Any credit or charge to the Capital Accounts of the Members pursuant to Section Sections 7.02 (b), (c), ) and/or (d) ), hereof will shall be taken into account in computing subsequent allocations allocation of profits and losses pursuant to Section 7.018.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 8.01 and 7.02 will 8.02 shall to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article Section VII if the special allocations allocation required by Sections 7.02(b7.02 (b), (c) and / or (d), and/or (d) hereof had not occurred.

Special Allocations to Capital Accounts. Notwithstanding The Capital Accounts of the Members are to be maintained in accordance with the Code and the Treasury Regulations, including without limitation the alternative test for economic effect set forth in Section 7.01 hereof1.704-1(b)(2)(ii)(d) of the Treasury Regulations and the minimum gain chargeback provisions of Section 1.704-2 of the Treasury Regulations. Nothing in this Agreement is intended to create a deficit restoration obligation or otherwise impose personal liability on a Member for a deficit in its Capital Account. Without limiting the generality of the foregoing: (a) No allocations If an allocation of loss, deduction and/or loss or other allocation pursuant to Section 5.04 hereof including expenditures described in Section 705(a)(2)(B) of the Code will be charged to the Capital Accounts of any Member if such allocation would cause such Member to have or increase a Deficit deficit in a Member's Capital Account. The Account as defined in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and Section 1.704-2 of the Treasury Regulations, then the amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure loss or other allocation which would have caused or increased a Member to have deficit in a Deficit Member's Capital Account will shall be allocated instead be charged to the Capital Accounts Account of any the other Members which would not have a Deficit deficit in their Capital Account Accounts as a result of the allocation, in proportion to their respective Capital ContributionsInterests, or, if no such Members exist, then to the Members in accordance with their interests in Company profits allocation of Profits pursuant to Section 7.015.02 hereof. (b) If any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Section 1.704-1(b)(2)(ii)(d)(4),(51(b)(2)(ii)(d)(4), (5), or (6) of the Treasury Regulations, which create or increase a Deficit Capital Account of deficit in such Member's Capital Account, then the items of Company the Company's income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will years shall be specially credited to the Capital Account of such Member in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit deficit in the Capital Account so created as quickly as possible. This Section 7.02(b) Any such allocations shall be made pro rata. It is intended to the intent that this section be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (c) If any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and such Member’s share of minimum gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations), the Capital Account of such Member will be specially credited with items of Company income (including gross income) Income and gain in the amount of such excess as quickly as possibleattributable to Venture Products BN Activities shall be allocated [**]. (d) Notwithstanding any other provision of this Section 7.02, if there is a net decrease in the Company’s minimum Income and gain (as defined in Treasury Regulation Section 1.704-2(d)) during a taxable year of the Company, then, the Capital Accounts of each Member will attributable to Venture Products GR Activities shall be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to that Member’s share of the net decrease in the Company’s minimum gain. This Section 7.02(d) is intended to comply with the minimum gain chargeback requirement of Section 1.704-2 of the Treasury Regulations and will be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s minimum gain, the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager may in its discretion (and will, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Treasury Regulation Section 1.704-2(f)(4)[**]. (e) Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) which are attributable to any nonrecourse debt Operating costs of the Company and are characterized as Member nonrecourse deductions under Section 1.704-2(i) of the Treasury Regulations will for any taxable year shall be allocated [**] to the Members’ Capital Accounts in accordance with said Section 1.704-2(i) of the Treasury Regulations[**] until such time that product revenues are obtained from Venture Products. [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (f) Beginning in the first taxable year in which there are allocations of “nonrecourse deductions” (as described in Section 1.704-2(b) of the Treasury Regulations) such deductions will be allocated After giving effect to the Members allocations set forth in accordance withSections 5.05 (a) - (e), and as a part of, the allocations all items of Company profit or loss for such period. (g) In accordance with Section 704(c)(1)(A) of the Code and Section 1.704-1(b)(2)(i)(iv) of the Treasury Regulations, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to deduction arising upon the property will, solely for federal income tax purposes, be allocated among sale or deemed sale of all or substantially all of the Members so as to take account assets of any variation between the adjusted basis of such property to the Company and its fair market value at the time of contribution. (h) Pursuant to Section 704(c)(1)(B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in Section 704(c)(2) of the Code, the contributing Member will be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Interest Owner, such Member or Financial Interest Owner will be treated as recognizing gain in an amount equal to the lesser of: (i) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Interest Owner’s Financial Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii) the Net Precontribution Gain (as defined in Section 737(b) of the Code) of the Member or Financial Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Interest Owner under Section 704(c)(1)(B) of the Code if all property which (A) had been contributed to the Company within five (5) years of the distribution, and (B) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Interest Owner to the Company, then such property will not be taken into account under this Section 7.02(i) and will not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, or in connection with the liquidation dissolution of the Company or a distribution of money or other property (other than a de minimis amount) by the Company pursuant to a retiring Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, the Capital Accounts of the Members will be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). If under Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ shares of tax items under Section 704(c) of the Code. (k) All recapture of income tax deductions resulting from sale or disposition of Company property will Article IX shall be allocated to the Member or Members to whom the deduction such that gave rise to after taking such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (l) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 (b)allocations into effect, (c), and/or (d) hereof will be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 and 7.02 will to the extent possible, the balances in the Members' Capital Accounts will be equal in proportion to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article if the special allocations required by Sections 7.02(b), (c), and/or (d) hereof had not occurredMembers' Interests.

Special Allocations to Capital Accounts. Notwithstanding Section 7.01 11.1 hereof: (a) No allocations of loss, deduction and/or expenditures described in Section 705(a)(2)(B) of the Code will shall be charged to the Capital Accounts Account of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B) of the Code expenditure which would have caused a Member to have a Deficit Capital Account will shall instead be charged to the Capital Accounts Account of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits Net Profits pursuant to Section 7.0111.1. (b) If In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Treasury Regulations 1.704-1(b)(2)(ii)(d)(4),(51 (b)(2)(ii) (d) (4), (5) or (6) of the Treasury Regulations, which create or increase a Deficit Capital Account of such Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will shall be specially credited to the Capital Account of such Member in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit Capital Account so created as quickly as possible. This It is the intent that this Section 7.02(b11.2(b) is intended to be interpreted to comply with the alternate test for economic effect set forth in Section Treasury Regulations 1.704-1(b)(2)(ii)(d) of the Treasury Regulations1 (b)(2)(ii)(d). (c) If In the event any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and such Member’s 's share of minimum gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations l.704-2(g)(l) (which is also treated as an obligation to restore in accordance with Section 1.704Treasury Regulations l.704-1(b)(2)(ii)(d) of the Treasury Regulations)), the Capital Account of such Member will shall be specially credited with items of Company Membership income (including gross income) and gain in the amount of such excess as quickly as possible. (d) Notwithstanding any other provision of this Section 7.0211.2, if there is a net decrease in the Company’s 's minimum gain (as defined in Treasury Regulation Section Regulations 1.704-2(d)) during a taxable year of the Company, then, the Capital Accounts Account of each Member will shall be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to that Member’s 's share of the net decrease in the Company’s Company minimum gain. This Section 7.02(d11.2(d) is intended to comply with the minimum gain chargeback requirement of Section Treasury Regulations 1.704-2 of the Treasury Regulations and will shall be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s minimum gain, the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager may in its discretion (and will, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Treasury Regulation Section 1.704-2(f)(4). (e) Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) of the Code which are attributable to any nonrecourse debt of the Company and are characterized as Member partner nonrecourse deductions under Section 1.704Treasury Regulations l.704-2(i) of the Treasury Regulations will shall be allocated to the Members’ ' Capital Accounts in accordance with said Section 1.704Treasury Regulations l.704-2(i) of the Treasury Regulations). (f) Beginning in the first taxable year in which there are allocations of “"nonrecourse deductions” " (as described in Section Treasury Regulations 1.704-2(b) of the Treasury Regulations) )), such deductions will shall be allocated to the Members in accordance with, and as a part of, the allocations of Company profit or loss for such period. (g) In accordance with Section 704(c)(1)(A704(c) of the Code and Section 1.704-1(b)(2)(i)(iv) of the Treasury RegulationsCode, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to the property willshall, solely for federal income 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 and its fair market value at the time of contribution. (h) Pursuant to Section 704(c)(1)(B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in Section 704(c)(2) of the Code, the contributing Member will shall be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Interest Owner, such Member or Financial Interest Owner will be treated as recognizing gain in an amount equal to the lesser of: (i) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Interest Owner’s Financial Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii) the Net Precontribution Gain (as defined in Section 737(b) of the Code) of the Member or Financial Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Interest Owner under Section 704(c)(1)(B) of the Code if all property which (A) had been contributed to the Company within five (5) years of the distribution, and (B) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Interest Owner to the Company, then such property will not be taken into account under this Section 7.02(i) and will not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Interest Owner as consideration for a Financial Interest or Membership InterestMember, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis amount) by the Company to a retiring Member or Financial Interest Owner as consideration for a Financial Interest or Membership InterestCompany, the Capital Accounts of the Members will shall be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section Regulations 1.704-1(b)(2)(iv)(f). If If, under Section Treasury Regulations 1.704-1(b)(2)(iv)(f) of the Treasury Regulations), Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will shall be shared among the Members Members' in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ ' shares of tax items under Section 704(c) of the Code. (k) All recapture of income tax deductions resulting from sale or disposition of Company property will be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (l) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 (b), (c), and/or (d) hereof will be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 and 7.02 will to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article if the special allocations required by Sections 7.02(b), (c), and/or (d) hereof had not occurred.

Special Allocations to Capital Accounts. Notwithstanding Section 7.01 9.01 hereof: (a) No allocations of loss, deduction and/or expenditures described in Section 705(a)(2)(B) of the Code will shall be charged to the Capital Accounts Account of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account will shall instead be charged to the Capital Accounts of any Members which would not have a Deficit Capital Account Accounts as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 7.019.01. (b) If In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4),(51(b)(2)(ii)(d)(4), (5), or (6) of the Treasury Regulations, which create or increase a Deficit Capital Account of such Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will shall be specially credited to the Capital Account of such Member in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit Capital Account so created as quickly as possible. This It is the intent that this Section 7.02(b9.02(b) is intended to be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (c) If In the event any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and such Member’s share of minimum gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations), the Capital Account of such Member will shall be specially credited with items of Company Membership income (including gross income) and gain in the amount of such excess as quickly as possible. (d) Notwithstanding any other provision of this Section 7.029.02, if there is a net decrease in the Company’s minimum gain (as defined in Treasury Regulation Section 1.704-2(d)) during a taxable year of the Company, then, the Capital Accounts of each Member will shall be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to that Member’s share of the net decrease in the Company’s Company minimum gain. This Section 7.02(d9.02(d) is intended to comply with the minimum gain chargeback requirement of Section 1.704-2 of the Treasury Regulations and will shall be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s minimum gain, if the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager Managers may in its their discretion (and willshall, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Treasury Regulation Section 1.704-2(f)(4). (e) Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) which are attributable to any nonrecourse debt of the Company and are characterized as Member partner (Member) nonrecourse deductions under Section 1.704-2(i) of the Treasury Regulations will shall be allocated to the Members’ Capital Accounts in accordance with said Section 1.704-2(i) of the Treasury Regulations. (f) Beginning in the first taxable year in which there are allocations of “nonrecourse deductions” (as described in Section 1.704-2(b) of the Treasury Regulations) such deductions will shall be allocated to the Members in accordance with, and as a part of, the allocations of Company profit or loss for such period. (g) In accordance with Section 704(c)(1)(A) of the Code and Section 1.704-1(b)(2)(i)(iv1(b)(2)(iv)(d)(3) of the Treasury Regulations, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to the property willshall, solely for federal income 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 and its fair market value at the time of contribution. (h) Pursuant to Section 704(c)(1)(B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within five (5) seven years of being contributed, then, except as provided in Section 704(c)(2) of the Code, the contributing Member will shall be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Economic Interest Owner, such Member or Financial Economic Interest Owner will shall be treated as recognizing gain in an amount equal to the lesser of: (i1) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Economic Interest Owner’s Financial Economic Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii2) the Net Precontribution Gain (as defined in Section 737(b) of the Code) of the Member or Financial Economic Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Economic Interest Owner under Section 704(c)(1)(B) of the Code if all property which (A1) had been contributed to the Company within five (5) years of the distribution, and (B2) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Economic Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Economic Interest Owner to the Company, then such property will shall not be taken into account under this Section 7.02(i9.02(i) and will shall not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will shall not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Economic Interest Owner as consideration for a Financial an Economic Interest or Membership Interest, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis amount) by the Company to a retiring Member or Financial Economic Interest Owner as consideration for a Financial an Economic Interest or Membership Interest), the Capital Accounts of the Members will shall be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). If under Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will shall be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ shares of tax items under Section 704(c) of the Code. (k) All recapture of income tax deductions resulting from sale or disposition of Company property will shall be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (l) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 (bSections 9.02(b), (c), ) and/or (d) hereof will shall be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.019.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 9.01 and 7.02 will 9.02 shall to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article IX if the special allocations required by Sections 7.02(b9.02(b), (c), ) and/or (d) hereof had not occurred.

Special Allocations to Capital Accounts. Notwithstanding Section 7.01 9.1 hereof: (a) No allocations of loss, deduction and/or expenditures described in Section 705(a)(2)(B705 (a) (2) (B) of the Code will shall be charged to the Capital Accounts of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B705 (a) (2) (B) expenditure which would have caused a Member to have a Deficit Capital Account will shall instead be charged allocated to the Capital Accounts of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 7.019.1. (b) If In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4),(51 (b) (2) (ii) (d) (4), and (5), or (6) of the Treasury Regulations, which create or increase a Deficit Capital Account of such Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will shall be specially credited allocated to the Capital Account of such Member in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit Capital Account so created as quickly as possible. This It is the intent that this Section 7.02(b9.2 (b) is intended to be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d1 (b) (2) (ii) (d) of the Treasury Regulations. (c) If In the event any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c1 (b) (2) (ii) (c) and such Member’s share of minimum gain as defined in Section 1.704-2(g)(12 (g) (1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Section 1.704-1(b)(2)(ii)(d1 (b) (2) (ii) (d) of the Treasury Regulations), the Capital Account of such Member will shall be specially credited with items of Company Membership income (including gross income) and gain in the amount of such excess as quickly as possible. (d) Notwithstanding any other provision of this Section 7.029.2, if there is a net decrease in the Company’s minimum gain (as defined in Treasury Regulation Section 1.704-2(d)2 (d) during a taxable year of the Company, then, then the Capital Accounts of each Member will shall be allocated allowed items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to that Member’s share of the net decrease in the Company’s Company minimum gain. This Section 7.02(d9.2 (d) is intended to comply with the minimum gain chargeback requirement of Section 1.704-2 of the Treasury Regulations and will shall be interpreted consistently therewith. If in In any taxable year that the Company has a net decrease in the Company’s minimum gain, if the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager Managers may in its their discretion (and willshall, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Treasury Regulation Section 1.7041-2(f)(4704-2 (f) (4). (e) Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B705 (a) (2) (B) of the Code which are attributable to any nonrecourse debt of the Company and are characterized as Member partner (Member) nonrecourse deductions under Section 1.704-2(i2 (i) of the Treasury Regulations will shall be allocated to the Members’ Capital Accounts in accordance with said Section 1.704-2(i2 (i) of the Treasury Regulations. (f) Beginning in the first taxable year in which there are allocations of “nonrecourse deductions” (as described in Section 1.704-2(b2 (b) of the Treasury Regulations) such deductions will shall be allocated to the Members in accordance with, and as a part of, with the allocations of allocation provisions for Company profit or loss for such period. (g) In accordance with Section 704(c)(1)(A704 (c) (1) (A) of the Code and Section 1.704-1(b)(2)(i)(iv1 (b) (2) (i) (iv) of the Treasury Regulations, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to the property willshall, solely for federal income 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 and its fair market value at the time of contribution. (h) Pursuant to Section 704(c)(1)(B704 (c) (1) (B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in Section 704(c)(2704 (c) (2) of the Code, the contributing Member will shall be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A704 (c) (1) (A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Economic Interest Owner, such Member or Financial Economic Interest Owner will shall be treated as recognizing gain in an amount equal to the lesser of: (i1) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Economic Interest Owner’s Financial Economic Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii2) the Net net Precontribution Gain (as defined in Section 737(b737 (b) of the Code) of the Member or Financial Economic Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Economic Interest Owner under Section 704(c)(1)(B704 (c) (1) (B) of the Code if all property which (A) had been contributed to the Company within five (5) years of the distribution, and (B) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Economic Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Economic Interest Owner to the Company, then such property will shall not be taken into account under this Section 7.02(i9.2 (i) and will shall not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entityEntity, the preceding sentence will shall not apply to the extent that the value of such interest is attributable to the property contributed to such entity Entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Economic Interest Owner as consideration for a Financial an Economic Interest or Membership Interest, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis amount) by the Company to a retiring Member or Financial Economic Interest Owner as consideration for a Financial an Economic Interest or Membership Interest, the Capital Accounts of the Members will shall be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f1(b) (2) (iv) (f). If under Section 1.704-1(b)(2)(iv)(f1 (b) (2) (iv) (f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will shall be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ shares of tax items under Section 704(c704 (c) of the Code. (k) All recapture of income tax deductions resulting from sale or disposition of Company property will shall be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (l) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 Sections 9.2 (b), (c), ) and/or (d) hereof will shall be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.019.1, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 9.1 and 7.02 will 9.2 shall to the extent possible, possible be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article IX if the special allocations required by Sections 7.02(b9.2 (b), (c), ) and/or (d) hereof had not occurred.

Special Allocations to Capital Accounts. Notwithstanding Section 7.01 Sections 3.5 and 5.2 hereof: (a) No allocations of loss, deduction and/or expenditures described in Section 705(a)(2)(B) of In the Code will be charged to the Capital Accounts of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account will instead be charged to the Capital Accounts of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 7.01. (b) If event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections section 1.704-1(b)(2)(ii)(d)(4),(51(b)(2)(ii)(d)(4), (5) or (6) of the Treasury Regulations, which create or increase a Deficit deficit in the Capital Account of such Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will shall be specially credited to the Capital Account of such Member in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit deficit in the Capital Account so created as quickly as possible. This It is the intent that this Section 7.02(b5.3(a) is intended to be interpreted to comply with the alternate test for economic effect set forth in Section section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (c) If any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and such Member’s share of minimum gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations), the Capital Account of such Member will be specially credited with items of Company income (including gross income) and gain in the amount of such excess as quickly as possible. (db) Notwithstanding any other provision of this Section 7.025.3, if there is a net decrease in the Company’s 's minimum gain (as defined in Treasury Regulation Section section 1.704-2(d)) of the Regulations during a taxable year of the Company, then, then the Capital Accounts Account of each Member will shall be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to that Member’s 's share of the net decrease in the Company’s Company minimum gain. This Section 7.02(d5.3(b) is intended to comply with the minimum gain chargeback requirement of Section section 1.704-2 of the Treasury Regulations and will shall be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s 's minimum gain, if the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will shall have sufficient other income to correct that distortion, the Manager Member Managers may in its their discretion (and willshall, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Treasury Regulation Section section 1.704-2(f)(4). (e) Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) which are attributable to any nonrecourse debt of the Company and are characterized as Member nonrecourse deductions under Section 1.704-2(i) of the Treasury Regulations will be allocated to the Members’ Capital Accounts in accordance with said Section 1.704-2(i) of the Treasury Regulations. (fc) Beginning in the first taxable year in which there are allocations of “"nonrecourse deductions” " (as described in Section section 1.704-2(b) of the Treasury Regulations) ), such deductions will shall be allocated to the Members in accordance with, and as a part of, the allocations of Company profit or loss for such period. (gd) In accordance with Section 704(c)(1)(Asection 704(c) of the Code and Section 1.704-1(b)(2)(i)(iv) of the Treasury Regulations, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contributionRegulations thereunder, income, gain, loss and deductions deduction with respect to any property contributed to the property willcapital of the Company ("Section 704(c) Property") shall, solely for federal income 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 fair market value at the time of contribution. (h) Pursuant to Section 704(c)(1)(B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in Section 704(c)(2) of the Code, the contributing Member will be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) initial asset value. In the case event that the asset value of any distribution by the Company Partnership asset is adjusted pursuant to a Member or Financial Interest Owner, such Member or Financial Interest Owner will be treated as recognizing gain in an amount equal to the lesser of: (i) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Interest Owner’s Financial Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii) the Net Precontribution Gain (as defined in Section 737(b) of the Code) of the Member or Financial Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Interest Owner under Section 704(c)(1)(B) of the Code if all property which (A) had been contributed to the Company within five (5) years of the distribution, and (B) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Interest Owner to the Company, then such property will not be taken into account under this Section 7.02(i) and will not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis amount) by the Company to a retiring Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, the Capital Accounts of the Members will be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). If under Section section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts subsequent allocations of income, gain, loss and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss deduction with respect to such property will be shared among the Members in a manner that takes asset shall take account of the any variation between the adjusted tax basis of such property asset for Federal income tax purposes and its book value, gross asset value in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ shares of tax items under Section section 704(c) of the CodeCode and the Regulations thereunder. Notwithstanding anything in this Agreement to the contrary, all partnership allocations made under section 704(c) of the Code shall be made using the traditional method described in section 1.704-3(b) of the Regulations. In accordance with section 1.704-3(a)(7) and (8), the Allocated Shares attributable to each Member shall be treated as Section 704(c) Property with respect to such Member only. (ke) All recapture of income tax deductions resulting from sale or disposition of Company property will shall be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (lf) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 (b5.3(a), (c), b) and/or (dc) hereof will shall be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.015.2 hereof, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 Section 5.2 and 7.02 will 5.3 shall to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article V if the special allocations required by Sections 7.02(b5.3(a), (c), b) and/or (dc) hereof had not occurred.

Special Allocations to Capital Accounts. Notwithstanding The Capital Accounts of the Members are to be maintained in accordance with the Code and the Treasury Regulations, including without limitation the alternative test for economic effect set forth in Section 7.01 hereof1.704-1(b)(2)(ii)(d) of the Treasury Regulations and the minimum gain chargeback provisions of Section 1.704-2 of the Treasury Regulations. Nothing in this Agreement is intended to create a deficit restoration obligation or otherwise impose personal liability on a Member for a deficit in its Capital Account. Without limiting the generality of the foregoing: (a) No allocations If an allocation of loss, deduction and/or loss or other allocation pursuant to Section 5.04 hereof including expenditures described in Section 705(a)(2)(B) of the Code will be charged to the Capital Accounts of any Member if such allocation would cause such Member to have or increase a Deficit deficit in a Member's Capital Account. The Account as defined in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and Section 1.704-2 of the Treasury Regulations, then the amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure loss or other allocation which would have caused or increased a Member to have deficit in a Deficit Member's Capital Account will shall be allocated instead be charged to the Capital Accounts Account of any the other Members which would not have a Deficit deficit in their Capital Account Accounts as a result of the allocation, in proportion to their respective Capital ContributionsInterests, or, if no such Members exist, then to the Members in accordance with their interests in Company profits allocation of Profits pursuant to Section 7.015.02 hereof. (b) If any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Section 1.704-1(b)(2)(ii)(d)(4),(51(b)(2)(ii)(d)(4), (5), or (6) of the Treasury Regulations, which create or increase a Deficit Capital Account of deficit in such Member's Capital Account, then the items of Company the Company's income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will years shall be specially credited to the Capital Account of such Member in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit deficit in the Capital Account so created as quickly as possible. This Section 7.02(b) Any such allocations shall be made pro rata. It is intended to the intent that this section be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (c) If any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member is obligated Income and gain attributable to restore Venture Products BN Activities shall be allocated [**] to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and such Member’s share of minimum gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore Members, in accordance with Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations), the Capital Account of such Member will be specially credited with items of Company income (including gross income) and gain in the amount of such excess as quickly as possibletheir respective Percentage Interests for Venture Products BN Activities. (d) Notwithstanding any other provision of this Section 7.02, if there is a net decrease in the Company’s minimum Income and gain (as defined in Treasury Regulation Section 1.704-2(d)) during a taxable year of the Company, then, the Capital Accounts of each Member will attributable to Venture Products GR Activities shall be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal [**] to that Member’s share of the net decrease in the Company’s minimum gain. This Section 7.02(d) is intended to comply with the minimum gain chargeback requirement of Section 1.704-2 of the Treasury Regulations and will be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s minimum gainMembers, the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager may in its discretion (and will, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Treasury Regulation Section 1.704-2(f)(4)their respective Percentage Interests for Venture Products GR Activities. (e) Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) which are attributable to any nonrecourse debt Operating costs of the Company and are characterized as Member nonrecourse deductions under Section 1.704-2(i) of the Treasury Regulations will for any taxable year shall be allocated [**] to the Members’ Capital Accounts in accordance with said Section 1.704-2(iGrelan (up to a maximum of U.S. [**] per year) of the Treasury Regulationsuntil such time that product revenues are obtained from Venture Products. [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (f) Beginning in the first taxable year in which there are allocations of “nonrecourse deductions” (as described in Section 1.704-2(b) of the Treasury Regulations) such deductions will be allocated After giving effect to the Members allocations set forth in accordance withSections 5.05 (a) - (e), and as a part of, the allocations all items of Company profit or loss for such period. (g) In accordance with Section 704(c)(1)(A) of the Code and Section 1.704-1(b)(2)(i)(iv) of the Treasury Regulations, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to deduction arising upon the property will, solely for federal income tax purposes, be allocated among sale or deemed sale of all or substantially all of the Members so as to take account assets of any variation between the adjusted basis of such property to the Company and its fair market value at the time of contribution. (h) Pursuant to Section 704(c)(1)(B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in Section 704(c)(2) of the Code, the contributing Member will be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Interest Owner, such Member or Financial Interest Owner will be treated as recognizing gain in an amount equal to the lesser of: (i) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Interest Owner’s Financial Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii) the Net Precontribution Gain (as defined in Section 737(b) of the Code) of the Member or Financial Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Interest Owner under Section 704(c)(1)(B) of the Code if all property which (A) had been contributed to the Company within five (5) years of the distribution, and (B) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Interest Owner to the Company, then such property will not be taken into account under this Section 7.02(i) and will not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, or in connection with the liquidation dissolution of the Company or a distribution of money or other property (other than a de minimis amount) by the Company pursuant to a retiring Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, the Capital Accounts of the Members will be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). If under Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ shares of tax items under Section 704(c) of the Code. (k) All recapture of income tax deductions resulting from sale or disposition of Company property will Article IX shall be allocated to the Member or Members to whom the deduction such that gave rise to after taking such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (l) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 (b)allocations into effect, (c), and/or (d) hereof will be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 and 7.02 will to the extent possible, the balances in the Members' Capital Accounts will be equal in proportion to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article if the special allocations required by Sections 7.02(b), (c), and/or (d) hereof had not occurredMembers' Interests.

Special Allocations to Capital Accounts. Notwithstanding Section 7.01 11.1 hereof: (a) No allocations of loss, deduction and/or expenditures described in Section 705(a)(2)(B) of the Code will shall be charged to the Capital Accounts of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account will shall instead be charged allocated to the Capital Accounts of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 7.0111.1. (b) If In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4),(51(b)(2)(ii)(d)(4), (5), or (6) of the Treasury Regulations, which create or increase a Deficit Capital Account of such Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will shall be specially credited allocated to the Capital Account of such Member in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit Capital Account so created as quickly as possible. This It is the intent that this Section 7.02(b11.2(b) is intended to be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (c) If any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and such Member’s share of minimum gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations), the Capital Account of such Member will be specially credited with items of Company income (including gross income) and gain in the amount of such excess as quickly as possible. (d) Notwithstanding any other provision of this Section 7.02, if there is a net decrease in the Company’s minimum gain (as defined in Treasury Regulation Section 1.704-2(d)) during a taxable year of the Company, then, the Capital Accounts of each Member will be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to that Member’s share of the net decrease in the Company’s minimum gain. This Section 7.02(d) is intended to comply with the minimum gain chargeback requirement of Section 1.704-2 of the Treasury Regulations and will be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s minimum gain, the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager may in its discretion (and will, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Treasury Regulation Section 1.704-2(f)(4). (e) Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) which are attributable to any nonrecourse debt of the Company and are characterized as Member nonrecourse deductions under Section 1.704-2(i) of the Treasury Regulations will be allocated to the Members’ Capital Accounts in accordance with said Section 1.704-2(i) of the Treasury Regulations. (f) Beginning in the first taxable year in which there are allocations of “nonrecourse deductions” (as described in Section 1.704-2(b) of the Treasury Regulations) such deductions will be allocated to the Members in accordance with, and as a part of, the allocations of Company profit or loss for such period. (g) In accordance with Section 704(c)(1)(A) of the Code and Section 1.704-1(b)(2)(i)(iv) of the Treasury Regulations, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to the property will, solely for federal income 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 and its fair market value at the time of contribution. (h) Pursuant to Section 704(c)(1)(B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in Section 704(c)(2) of the Code, the contributing Member will be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Interest Owner, such Member or Financial Interest Owner will be treated as recognizing gain in an amount equal to the lesser of: (i) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Interest Owner’s Financial Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii) the Net Precontribution Gain (as defined in Section 737(b) of the Code) of the Member or Financial Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Interest Owner under Section 704(c)(1)(B) of the Code if all property which (A) had been contributed to the Company within five (5) years of the distribution, and (B) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Interest Owner to the Company, then such property will not be taken into account under this Section 7.02(i) and will not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis amount) by the Company to a retiring Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, the Capital Accounts of the Members will be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). If under Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ shares of tax items under Section 704(c) of the Code. (k) All recapture of income tax deductions resulting from sale or disposition of Company property will be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (l) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 (b), (c), and/or (d) hereof will be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 and 7.02 will to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article if the special allocations required by Sections 7.02(b), (c), and/or (d) hereof had not occurred.

Special Allocations to Capital Accounts. Notwithstanding notwithstanding Section 7.01 9.01 hereof: (a) No allocations of loss, deduction and/or expenditures described in Section 705(a)(2)(B) of the Code will shall be charged to the Capital Accounts of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account will shall instead be by charged to the Capital Accounts Account of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 7.019.01. (b) If In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4),(5), or (6) of the Treasury Regulations, which create or increase a Deficit Capital Account of such Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will shall be specially credited to the Capital Account of such Member in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit Capital Account so created as quickly as possible. This It is the intent that this Section 7.02(b9.02(b) is intended to be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (c) If In the event any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c1.7041(b)(2)(ii)(c) and such Member’s 's share of minimum gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations), the Capital Account of such Member will shall be specially credited with items of Company Membership income (including gross income) and gain in the amount of such excess as quickly as possible. (d) Notwithstanding any other provision of this Section 7.029.02, if there is a net decrease in the Company’s 's minimum gain (as defined in Treasury Regulation Section 1.704-2(d)) during a taxable year of the Company, then, the Capital Accounts of each Member will be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to that Member’s share of the net decrease in the Company’s minimum gain. This Section 7.02(d) is intended to comply with the minimum gain chargeback requirement of Section 1.704-2 of the Treasury Regulations and will be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s minimum gain, the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager may in its discretion (and will, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Treasury Regulation Section 1.704-2(f)(4). (e) Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) which are attributable to any nonrecourse debt of the Company and are characterized as Member nonrecourse deductions under Section 1.704-2(i) of the Treasury Regulations will be allocated to the Members’ Capital Accounts in accordance with said Section 1.704-2(i) of the Treasury Regulations. (f) Beginning in the first taxable year in which there are allocations of “nonrecourse deductions” (as described in Section 1.704-2(b) of the Treasury Regulations) such deductions will be allocated to the Members in accordance with, and as a part of, the allocations of Company profit or loss for such period. (g) In accordance with Section 704(c)(1)(A) of the Code and Section 1.704-1(b)(2)(i)(iv) of the Treasury Regulations, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to the property will, solely for federal income 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 and its fair market value at the time of contribution. (h) Pursuant to Section 704(c)(1)(B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in Section 704(c)(2) of the Code, the contributing Member will be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Interest Owner, such Member or Financial Interest Owner will be treated as recognizing gain in an amount equal to the lesser of: (i) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Interest Owner’s Financial Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii) the Net Precontribution Gain (as defined in Section 737(b) of the Code) of the Member or Financial Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Interest Owner under Section 704(c)(1)(B) of the Code if all property which (A) had been contributed to the Company within five (5) years of the distribution, and (B) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Interest Owner to the Company, then such property will not be taken into account under this Section 7.02(i) and will not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis amount) by the Company to a retiring Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, the Capital Accounts of the Members will be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). If under Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ shares of tax items under Section 704(c) of the Code. (k) All recapture of income tax deductions resulting from sale or disposition of Company property will be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (l) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 (b), (c), and/or (d) hereof will be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 and 7.02 will to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article if the special allocations required by Sections 7.02(b), (c), and/or (d) hereof had not occurred.Capital

Special Allocations to Capital Accounts. Notwithstanding The allocations of Net Profits and Net Losses of the Company made pursuant to Section 7.01 hereof10.1 shall be subject to the following special allocations: (a) No allocations of loss, deduction and/or expenditures described in Section 705(a)(2)(B) of In the Code will be charged to the Capital Accounts of event any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account will instead be charged to the Capital Accounts of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 7.01. (b) If any Member Equity Owner unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4),(51(b)(2)(ii)(d)(4), (5), or (6) of the Treasury Regulations, which create or increase a Deficit Capital Account of such MemberEquity Owner, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will shall be specially credited allocated to the Capital Account of such Member Equity Owner in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit Capital Account so created as quickly as possible. This It is the intent that this Section 7.02(b10.2(a) is intended to be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (cb) If In the event any Member Equity Owner would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member Equity Owner is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations and such Member’s Equity Owner's share of minimum gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations), the Capital Account of such Member will Equity Owner shall be specially credited with items of Company income (including gross income) and gain in the amount of such excess as quickly as possible. (dc) Notwithstanding any other provision of this Section 7.0210.2, if there is a net decrease in the Company’s 's minimum gain (as defined in Treasury Regulation Section 1.704-2(d)2(b) of the Treasury Regulations during a taxable year of the Company, then, the Capital Accounts of each Member will Equity Owner shall be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to that Member’s Equity Owner's share of the net decrease in the Company’s Company minimum gain. This Section 7.02(d10.2(c) is intended to comply with the minimum gain chargeback requirement of Section 1.704-2 of the Treasury Regulations and will shall be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s 's minimum gain, if the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members Equity Owners and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager Managers may in its their discretion (and willshall, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Section 1.7042(f)(4) of the Treasury Regulation Regulations. (d) Notwithstanding any other provision of this Section 10.2, except Section 10.2(c), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain, as defined in Section 1.704-2(f)(4)2(i)(2) of the Treasury Regulations, attributable to a Partner Nonrecourse Debt during any Company Fiscal Year, each Member who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt (determined 'in accordance with Section 1.704-2(i)(5) of the Treasury Regulations) as of the beginning of the year shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) equal to such Member's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt. A Member's share of the net decrease in Partner Nonrecourse Debt Minimum Gain shall be determined in accordance with Section 1.704-2(i)(4) of the Treasury Regulations; provided that a Member shall not be subject to this provision to the extent that an exception is provided by Section 1.704-2(i)(4) of the Treasury Regulations and any Revenue Rulings issued with respect thereto. Any Partner Nonrecourse Debt Minimum Gain allocated pursuant to this provision shall consist of flat, gains recognized from the disposition of Company property subject to the Partner Nonrecourse Debt, and, second, if necessary, a pro rata portion of the Company's other items of income or gain for that year. This Section 10.2(d) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith. (e) Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) of the Code which are attributable to any nonrecourse debt of the Company and are characterized as Member partner nonrecourse deductions under Section 1.704-2(i) of the Treasury Regulations will shall be allocated to the Members’ Equity Owners' Capital Accounts in accordance with said Section 1.704-2(i) of the Treasury Regulations. (f) Beginning in the first taxable year in which there are allocations of “nonrecourse deductions” " (as described in Section 1.704-2(b) of the Treasury Regulations) ), such deductions will shall be allocated to the Members in accordance with, and as a part of, the allocations of Company profit or loss for such period. (g) In accordance with Section 704(c)(1)(A) of the Code and Section 1.704-1(b)(2)(i)(iv) of the Treasury Regulations, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to the property will, solely for federal income 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 and its fair market value at the time of contribution. (h) Pursuant to Section 704(c)(1)(B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in Section 704(c)(2) of the Code, the contributing Member will be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Interest Owner, such Member or Financial Interest Owner will be treated as recognizing gain in an amount equal to the lesser of: (i) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Interest Owner’s Financial Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii) the Net Precontribution Gain (as defined in Section 737(b) of the Code) of the Member or Financial Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Interest Owner under Section 704(c)(1)(B) of the Code if all property which (A) had been contributed to the Company within five (5) years of the distribution, and (B) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Interest Owner to the Company, then such property will not be taken into account under this Section 7.02(i) and will not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis amount) by the Company to a retiring Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, the Capital Accounts of the Members will be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). If under Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, Equity Owners in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company Net Losses are taken into account in determining the Members’ shares of tax items under Section 704(c) of the Codeallocated for such period. (k) All recapture of income tax deductions resulting from sale or disposition of Company property will be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (l) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 (b), (c), and/or (d) hereof will be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 and 7.02 will to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article if the special allocations required by Sections 7.02(b), (c), and/or (d) hereof had not occurred.

Special Allocations to Capital Accounts. Notwithstanding The Capital Accounts of the Members are to be maintained in accordance with the Code and the Treasury Regulations, including without limitation the alternative test for economic effect set forth in Section 7.01 hereof1.704-1(b)(2)(ii)(d) of the Treasury Regulations and the minimum gain chargeback provisions of Section 1.704-2 of the Treasury Regulations. Nothing in this Agreement is intended to create a deficit restoration obligation or otherwise impose personal liability on a Member for a deficit in its Capital Account. Without limiting the generality of the foregoing: (a) No allocations If an allocation of loss, deduction and/or loss or other allocation pursuant to Section 5.04 hereof including expenditures described in Section 705(a)(2)(B) of the Code will be charged to the Capital Accounts of any Member if such allocation would cause such Member to have or increase a Deficit deficit in a Member's Capital Account. The Account as defined in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and Section 1.704-2 of the Treasury Regulations, then the amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure loss or other allocation which would have caused or increased a Member to have deficit in a Deficit Member's Capital Account will shall be allocated instead be charged to the Capital Accounts Account of any the other Members which would not have a Deficit deficit in their Capital Account Accounts as a result of the allocation, in proportion to their respective Capital ContributionsInterests, or, if no such Members exist, then to the Members in accordance with their interests in Company profits allocation of Profits pursuant to Section 7.015.02 hereof. (b) If any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Section 1.704-1(b)(2)(ii)(d)(4),(51(b)(2)(ii)(d)(4), (5), or (6) of the Treasury Regulations, which create or increase a Deficit Capital Account of deficit in such Member's Capital Account, then the items of Company the Company's income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will years shall be specially credited to the Capital Account of such Member in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit deficit in the Capital Account so created as quickly as possible. This Section 7.02(b) Any such allocations shall be made pro rata. It is intended to the intent that this section be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (c) If any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and such Member’s share of minimum gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations), the Capital Account of such Member will be specially credited with items of Company income (including gross income) Income and gain in the amount of such excess as quickly as possibleattributable to Venture Products BN Activities shall be allocated [**]. (d) Notwithstanding any other provision of this Section 7.02, if there is a net decrease in the Company’s minimum Income and gain (as defined in Treasury Regulation Section 1.704-2(d)) during a taxable year of the Company, then, the Capital Accounts of each Member will attributable to Venture Products GR Activities shall be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to that Member’s share of the net decrease in the Company’s minimum gain. This Section 7.02(d) is intended to comply with the minimum gain chargeback requirement of Section 1.704-2 of the Treasury Regulations and will be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s minimum gain, the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager may in its discretion (and will, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Treasury Regulation Section 1.704-2(f)(4)[**]. (e) Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) which are attributable to any nonrecourse debt Operating costs of the Company and are characterized as Member nonrecourse deductions under Section 1.704-2(i) of the Treasury Regulations will for any taxable year shall be allocated [**] to the Members’ Capital Accounts in accordance with said Section 1.704-2(i) of the Treasury Regulations[**] until such time that product revenues are obtained from Venture Products. [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (f) Beginning in the first taxable year in which there are allocations of “nonrecourse deductions” (as described in Section 1.704-2(b) of the Treasury Regulations) such deductions will be allocated After giving effect to the Members allocations set forth in accordance withSections 5.05 (a) - (e), and as a part of, the allocations all items of Company profit or loss for such period. (g) In accordance with Section 704(c)(1)(A) of the Code and Section 1.704-1(b)(2)(i)(iv) of the Treasury Regulations, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to deduction arising upon the property will, solely for federal income tax purposes, be allocated among sale or deemed sale of all or substantially all of the Members so as to take account assets of any variation between the adjusted basis of such property to the Company and its fair market value at the time of contribution. (h) Pursuant to Section 704(c)(1)(B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in Section 704(c)(2) of the Code, the contributing Member will be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Interest Owner, such Member or Financial Interest Owner will be treated as recognizing gain in an amount equal to the lesser of: (i) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Interest Owner’s Financial Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii) the Net Precontribution Gain (as defined in Section 737(b) of the Code) of the Member or Financial Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Interest Owner under Section 704(c)(1)(B) of the Code if all property which (A) had been contributed to the Company within five (5) years of the distribution, and (B) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Interest Owner to the Company, then such property will not be taken into account under this Section 7.02(i) and will not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, or in connection with the liquidation dissolution of the Company or a distribution of money or other property (other than a de minimis amount) by the Company pursuant to a retiring Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, the Capital Accounts of the Members will be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). If under Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ shares of tax items under Section 704(c) of the Code. (k) All recapture of income tax deductions resulting from sale or disposition of Company property will Article IX shall be allocated to the Member or Members to whom the deduction such that gave rise to after taking such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (l) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 (b)allocations into effect, (c), and/or (d) hereof will be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 and 7.02 will to the extent possible, the balances in the Members' Capital Accounts will be equal in proportion to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article if the special allocations required by Sections 7.02(b), (c), and/or (d) hereof had not occurredMembers' Interests.

Special Allocations to Capital Accounts. Notwithstanding Section 7.01 --------------------------------------- 9.1 hereof: (a) No allocations of loss, deduction and/or expenditures described in Section 705(a)(2)(B) of In the Code will be charged to the Capital Accounts of event that any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account will instead be charged to the Capital Accounts of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 7.01. (b) If any Member Equity Owner unexpectedly receives any adjustments, allocations, allocations or distributions Distributions described in Sections 1.704-1(b)(2)(ii)(d)(4),(51(b)(2)(ii)(d)(4), (5), or (6) of the Treasury Regulations, which create or increase a Deficit Capital Account of such MemberEquity Owner, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will shall be specially credited allocated to the Capital Account of such Member Equity Owner in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit Capital Account so created as quickly as possible. This It is the intent that this Section 7.02(b9.2(a) is intended to be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (cb) If The Losses allocated pursuant to Section 9.1 hereof shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have a Deficit Capital Account at the end of any Fiscal Year. In the event that some, but not all, of the Members would have Deficit Capital Accounts as a consequence of an allocation of Losses pursuant to Section 9.1 hereof, the limitation set forth in the preceding sentence shall be applied on a Member by Member basis so as to allocate the maximum permissible Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations. All Losses in excess of the limitation set forth in this Section 9.2(b) shall be allocated to the Members in proportion to their respective positive Capital Account balances, if any, and thereafter to the Members in accordance with their interests in the Company as determined by the Manager in their reasonable discretion. In the event that any Equity Owner would have a Deficit Capital Account at the end of any Company taxable year Fiscal Year which is in excess of the sum of any amount amount, if any, that such Member Equity Owner is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) of the Regulations and such Member’s Equity Owner's share of minimum gain Company Minimum Gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations), the Capital Account of such Member will Equity Owner shall be specially credited with items of Company income (including gross income) and gain in the amount of such excess as quickly as possible. (dc) Notwithstanding any other provision of this Section 7.029.2, if there is a net decrease in the Company’s minimum gain (Company Minimum Gain as defined in Treasury Regulation Section 1.704-2(d)) during a taxable year of the CompanyFiscal Year, then, then the Capital Accounts of each Member will Equity Owner shall be allocated items of income (including gross income) and gain for such year Fiscal Year (and if necessary for subsequent yearsFiscal Years) equal to that Member’s Equity Owner's share of the net decrease in the Company’s minimum gainCompany Minimum Gain. This Section 7.02(d9.2(c) is intended to comply with the minimum gain chargeback requirement of Section 1.704-2 of the Treasury Regulations and will shall be interpreted consistently therewith. If in any taxable year Fiscal Year that the Company has a net decrease in the Company’s minimum gainCompany Minimum Gain, if the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members Equity Owners and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager may in its their discretion (and willshall, if requested to do so by a Member) seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Treasury Regulation Section 1.704-2(f)(4) of the Regulations. (d) Notwithstanding any other provision of this Section 9.2 except Section 9.2(c), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company Fiscal Year, each Member who has a share of the Member Minimum Gain as of the beginning of the Fiscal Year shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) equal to such Member's share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt. A Member's share of the net decrease in Member Minimum Gain shall be determined in accordance with Section 1.704-2(i)(4) of the Regulations; provided, however, that a Member shall not be subject to this provision to the extent that an exception is provided by Section 1.704-2(i)(4) of the Regulations and any Revenue Rulings issued with respect thereto. Any Member Minimum Gain allocated pursuant to this provision shall consist of first, gains recognized from the disposition of Company property subject to the Member Nonrecourse Debt, and, second, if necessary, a pro rata portion of the Company's other items of income or gain (including gross income) for that Fiscal Year. This Section 9.2(d) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. (e) Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) of the Code which are attributable to any nonrecourse debt of the Company and are characterized as Member partner nonrecourse deductions under Section 1.704-2(i) of the Treasury Regulations will shall be allocated to the Members’ Equity Owners' Capital Accounts in accordance with said Section 1.704-2(i) of the Treasury Regulations. (f) Beginning in the first taxable year in which there are allocations of “"nonrecourse deductions” " (as described in Section 1.704-2(b) of the Treasury Regulations) ), such deductions will shall be allocated to the Members Equity Owners in accordance with, and the same manner as a part of, the allocations of Company profit or loss Loss is allocated for such period. (g) In accordance with To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Section 704(c)(1)(A734(b) or 743(b) of the Code and is required pursuant to Section 1.704-1(b)(2)(i)(iv1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) of the Treasury Regulations, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to the property will, solely for federal income 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 and its fair market value at the time of contribution. (h) Pursuant to Section 704(c)(1)(B) of the Code, if any contributed property is distributed by the Company other than to the contributing Member within five (5) years of being contributed, then, except as provided in Section 704(c)(2) of the Code, the contributing Member will be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Interest Owner, such Member or Financial Interest Owner will be treated as recognizing gain in an amount equal to the lesser of: (i) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Interest Owner’s Financial Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii) the Net Precontribution Gain (as defined in Section 737(b) of the Code) of the Member or Financial Interest Owner. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Interest Owner under Section 704(c)(1)(B) of the Code if all property which (A) had been contributed to the Company within five (5) years of the distribution, and (B) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Interest Owner. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Interest Owner to the Company, then such property will not be taken into account under this Section 7.02(i) and will not be taken into account in determining Capital Accounts as the result of a Distribution to an Equity Owner in complete liquidation of its Ownership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the Net Precontribution Gain. If adjustment increases the property distributed consists basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Equity Owners in accordance with their interests in the Company in the event Section 1.704-1(b)(2)(iv)(m)(2) of the Regulations applies, or to the Equity Owner to whom such Distribution was made in the event Section 1.704-1(b)(2)(iv)(m)(4) of the Regulations applies. (h) Any income, gain, loss or deduction realized by the Company as a direct or indirect result of the issuance of an interest in an entity, the preceding sentence will not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company. (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Interest Owner as consideration for a Financial Interest or Membership Interest, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis amount) by the Company to a retiring Member or Financial Interest an Equity Owner as consideration for a Financial Interest or Membership Interest, (the Capital Accounts of the Members will "Issuance Items") shall be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). If under Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will be shared allocated among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book valueEquity Owners so that, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ shares of tax items under Section 704(c) of the Code. (k) All recapture of income tax deductions resulting from sale or disposition of Company property will be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (l) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 (b), (c), and/or (d) hereof will be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 and 7.02 will to the extent possible, be equal Capital Accounts of the Equity Owners with respect to each their Common Units (i.e., determined without regard to the net amount that would have been allocated to the portion of an Equity Owner's Capital Account of each Member pursuant which is determined with reference to the provisions of this Article if the special allocations required by Sections 7.02(b), (c), and/or (dsuch Equity Owner's Preferred Units) hereof had not occurredis Proportionate.

Special Allocations to Capital Accounts. Notwithstanding Section 7.01 9.01 --------------------------------------- hereof:. (a) No allocations of loss, deduction and/or expenditures described in Section 705(a)(2)(B) of the Code will Code/12/ shall be charged to the Capital Accounts of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure expenditure/13/ which would have caused a Member to have a Deficit Capital Account will shall instead be charged to the Capital Accounts Account of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 7.019.01. (b) If In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4),(5), or (6) of the Treasury RegulationsRegulations/14/, which create or increase a Deficit Capital Account of /12/. Section 705(a)(2)(B) /13/. Section 705(a)(2)(B) /14/. Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6) T.R. such Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will shall be specially credited to the Capital Account of such Member in an amount and manner sufficient to eliminate (eliminate, to the extent required by the Treasury Regulations) , the Deficit Capital Account so created as quickly as possible. This It is the intent that this Section 7.02(b9.02(b) is intended to be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations.Regulations./15/ (c) If In the event any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) Regulations/16/ and such Member’s 's share of minimum gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations)Regulations/17/, the Capital Account of such Member will shall be specially credited with items of Company Member's income (including gross income) and gain in the amount of such excess as quickly as possible. (d) Notwithstanding any other provision of this Section 7.029.02, if there is a net decrease in the Company’s 's minimum gain (as defined in the Treasury Regulation Section 1.704-2(d)) Regulations/18/ during a taxable year of the Company, then, the Capital Accounts of each Member will shall be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to that Member’s 's share of the net decrease in the Company’s Company minimum gain. This Section 7.02(d9.02(d) is intended to comply with the minimum gain chargeback requirement of Section 1.704-2 charge- back requirements of the Treasury Regulations Regulations/19/ and will shall be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company’s 's minimum gain, if the minimum gain chargeback charge-back requirement would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Manager Managers may in its their discretion (and willshall, if requested to do so by a Member) seek to have the Internal Revenue ------------------ /15/. Section 1.704-1(b)(2)(ii)(d) T.R. /16/. Section 1.704-1(b)(2)(ii)(c) /17/. Section 1.704-1(b)(2)(ii)(d) /18/. Section 1.704-2(d) T.R. /19/. Section 1.704-2 T.R. Service waive the minimum gain chargeback charge-back requirement in accordance with the Treasury Regulation Section 1.704-2(f)(4).Regulations/20/. (e) Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) the Code/21/ which are attributable to any nonrecourse debt of the Company and are characterized as Member partner (Member) nonrecourse deductions under Section 1.704-2(i) of the Treasury Regulations will Regulations/22/ shall be allocated to the Members’ ' Capital Accounts in accordance with said Section 1.704-2(i) the Treasury Regulations/23/. If a Member loans funds to the Company and the Company is unable to repay the loan, the loss represented by the failure of the Treasury RegulationsCompany to repay along with the corresponding forgiveness of indebtedness income shall be allocated to the lending Member. (f) Beginning in the first taxable year in which there are allocations of “"nonrecourse deductions” (," as described in Section 1.704-2(b) of the Treasury Regulations) Regulations/24/, such deductions will shall be allocated to the Members in accordance with, and as a part of, the allocations of Company profit or loss for such period. (g) In accordance with Section 704(c)(1)(A) of the Code Code/25/ and Section 1.704-1(b)(2)(i)(iv) of the Treasury RegulationsRegulations/26/, if a Member contributes property with a fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to the property willshall, solely for federal income 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 and its fair market value at the time of contribution.. --------------- /20/. Section 1.704-2(f)(4) T.R. /21/. Section 705(a)(2)(B) /22/. Section 1.704-2(i) T.R. /23/. Section 1.704-2(i) T.R. /24/. Section 1.704-2(b) T.R. /25/. Section 704(c)(1)(A) /26/. Section 1.704-1(b)(2)(I)(iv) T.R. (h) Pursuant to Section 704(c)(1)(B) of the CodeCode/27/, if any contributed property is distributed by the Company other than to the contributing Member within five (5) seven years of being contributed, then, except as provided in Section 704(c)(2) of the CodeCode/28/, the contributing Member will shall be treated as recognizing gain or loss from the sale of such property in an amount equal to the gain or loss that would have been allocated to such Member under Section 704(c)(1)(A) of the Code Code/29/ if the property had been sold at its fair market value at the time of the distribution. (i) In the case of any distribution by the Company to a Member or Financial Interest OwnerMember, such Member or Financial Interest Owner will shall be treated as recognizing gain in an amount equal to the lesser of: (i) the excess (if any) of (A) the fair market value of the property (other than money) received in the distribution over (B) the adjusted basis of such Member’s Membership Interest or Financial Interest Owner’s Financial 's Interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or (ii) the Net Precontribution Gain (as defined in Section 737(bthe Code/30/) of the Code) of the Member or Financial Interest OwnerMember. The Net Precontribution Gain means the net gain (if any) which would have been recognized by the distributee Member or Financial Interest Owner under Section 704(c)(1)(B) the Code/31/ of the Code if all property which (A1) had been contributed to the Company within five (5) seven years of the distribution, and (B2) is held by the Company immediately before the distribution, had been distributed by the Company to another Member or Financial Interest OwnerMember. If any portion of the property distributed consists of property which had been contributed by the distributee Member or Financial Interest Owner to the Company, then such property will shall not be taken into account under this Section 7.02(i9.02 (i) and will shall not be taken into account in determining the amount of the Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence will shall not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company.. ---------------- /27/. Section 704(c)(1)(B) /28/. Section 704(c)(2) /29/. Section 704(c)(1)(A) /30/. Section 737(b) /31/. Section 704(c)(1)(B) (j) In connection with a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing Member or Financial Interest Owner as consideration for a Financial Interest or Membership Member's Interest, or in connection with the liquidation of the Company or a distribution of money or other property (other than a de minimis amount) by the Company to a retiring Member or Financial Interest Owner as consideration for a Financial Interest or Membership InterestCompany, the Capital Accounts of the Members will shall be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). Regulations/32/. If under Section 1.704-1(b)(2)(iv)(f) of the Treasury RegulationsRegulations/33/, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property will shall be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ ' shares of tax items under Section 704(c) of the Code.Code/34/. (k) All recapture of income tax deductions resulting from sale or disposition of Company property will shall be allocated to the Member or Members to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the sale or other disposition of such property. (l) Any credit or charge to the Capital Accounts of the Members pursuant to Section 7.02 (bSections 9.02(b), (c), and/or (d) ), hereof will shall be taken into account in computing subsequent allocations of profits and losses pursuant to Section 7.019.01, so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 7.01 9.01 and 7.02 will 9.02 shall to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article IX if the special allocations required by Sections 7.02(b9.02(b), (c), ) and/or (d) ), hereof had not occurred.