Common use of Special Allocations Clause in Contracts

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions shall be allocated to the Members, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable year, each Member shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) No allocation of Loss shall be made pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

Special Allocations. Notwithstanding The following allocations shall be made in the provisions of Section 9.2following order: (a) Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bears the economic risk of loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the Members, pro rata ratio in proportion which they bear the economic risk of loss. This Section 4.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision of this Agreement to the value of their respective interests in the Companycontrary, as determined by the Board of Directors. If if there is a net decrease in Company Minimum Gain during any Fiscal Year or other taxable yearperiod (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 4.2(c)), each Member shall be specially allocated items of taxable Company income or and gain for such Fiscal Year or other taxable year (and, if necessary, subsequent taxable years) period in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, Gain during such year (as determined in accordance with pursuant to Treasury Regulation Regulations Section 1.704-2(g) (subject to the exceptions thereunder2(g)(2). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph Section 4.2(c) is intended to comply with the constitute a minimum gain chargeback requirements in under Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (bd) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Notwithstanding any other provision of this Agreement except Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(44.2(c), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year or other taxable yearperiod (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 4.2(d)), each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable Company income or and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated as determined pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2)). This paragraph Section 4.2(d) is intended to comply with the constitute a partner nonrecourse debt minimum gain chargeback requirements in under Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (ce) If Notwithstanding any provision hereof to the contrary except Section 4.2(a) and Section 4.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such allocation would cause such Member to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(e) shall be allocated to the Members who do not have an Adjusted Capital Account Deficit in proportion to their relative positive Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (f) Notwithstanding any provision hereof to the contrary except Section 4.2(c) and Section 4.2(d), if any Member unexpectedly receives any adjustmentsadjustment, allocations allocation or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4paragraph (4), (5) or (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of taxable income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to such Member in an amount and manner sufficient to eliminate the any Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions Deficit of that Member as quickly as possible; provided that an allocation pursuant to this Section 4.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV have been tentatively made as if this Section 4.2(f) were not in this Agreement. This paragraph Section 4.2(f) is intended to comply with the constitute a qualified income offset requirements in under Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (dg) No If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation of Loss pursuant to this Section 4.2(g) shall be made pursuant to Section 9.2 only if and to the extent that it causes or increases such Member would have a deficit balance in any Member’s Adjusted its Capital Account. Account in excess of such sum after all other allocations provided for in this Article IV have been made as if Section 4.2(f) and this Section 4.2(g) were not in this Agreement. (h) To the extent any allocation of Loss would cause an adjustment to the Adjusted Capital Account balance adjusted tax basis of any Company asset pursuant to Sections 734(b) or 743(b) of the Members Code is required, pursuant to have Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a deficit balanceresult of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such Loss adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with positive balances in their Adjusted Capital Accounts in proportion with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such relative positive Adjusted Capital Account balancessection applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (ei) The allocations set forth in paragraphs (a), (b), (cSection 4.2(a) and (dthrough Section 4.2(h) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704Sections 1.704-1(b) and 1.704-2. Notwithstanding any other provisions provision of this Section 9.3 Article IV (other than the Regulatory Allocations), the Regulatory Allocations (and anticipated future Regulatory Allocations) shall be taken into account in allocating Profits other items of income, gain, loss and Losses deduction among the Members so that, to the extent possible, the net amount of such allocations allocation of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall should be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. This Section 4.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Regulatory Allocations and shall be interpreted in a manner consistent therewith. (j) Items of income, gain, loss, expense or credit resulting from a Covered Audit Adjustment shall be allocated to the Members in accordance with the applicable provisions of the Partnership Tax Audit Rules, as reasonably determined by the Managing Member.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Member who bears economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bears the economic risk of loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the Members, pro rata ratio in proportion which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision of this Agreement to the value of their respective interests in the Companycontrary, as determined by the Board of Directors. If if there is a net decrease in Company Minimum Gain during any Fiscal Year or other taxable yearperiod (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of taxable Company income or and gain for such Fiscal Year or other taxable year (and, if necessary, subsequent taxable years) period in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, Gain during such year (as determined in accordance with pursuant to Treasury Regulation Regulations Section 1.704-2(g) (subject to the exceptions thereunder2(g)(2). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph section is intended to comply with the constitute a minimum gain chargeback requirements in under Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (bd) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Notwithstanding any other provision of this Agreement except Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(45.2(c), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year or other taxable yearperiod (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 5.2(d)), each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable Company income or and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated as determined pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2)). This paragraph section is intended to comply with the constitute a partner nonrecourse debt minimum gain chargeback requirements in under Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (ce) If Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such allocation would cause such Member to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section 5.2(e) shall be allocated to the Members who do not have an Adjusted Capital Account Deficit in proportion to their relative positive Capital Accounts (as adjusted pursuant to clauses (a) and (b) of the definition of “Adjusted Capital Account Deficit”) but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (f) Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event any Member unexpectedly receives any adjustmentsadjustment, allocations allocation or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4paragraph (4), (5) or (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of taxable income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to such Member in an amount and manner sufficient to eliminate the any Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions Deficit of that Member as quickly as possible; provided that an allocation pursuant to this Section 5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.2(f) were not in this Agreement. This paragraph Section 5.2(f) is intended to comply with the constitute a qualified income offset requirements in under Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (dg) No If any Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year or other taxable period, that Member shall be specially allocated items of Company income and gain in the amount of such deficit as quickly as possible, provided that an allocation of Loss pursuant to this Section 5.2(g) shall be made pursuant to Section 9.2 only if and to the extent that it causes or increases such Member would have a deficit balance after all other allocations provided for in any Member’s Adjusted Capital Account. this Article V have been tentatively made as if Section 5.2(f) and this Section 5.2(g) were not in this Agreement. (h) To the extent any allocation of Loss would cause an adjustment to the Adjusted Capital Account balance adjusted tax basis of any Company asset pursuant to Code Sections 734(b) (including any such adjustments pursuant to Treasury Regulation Section 1.734-2(b)(1)) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members to have a deficit balance, asset) or loss (if the adjustment decreases such Loss basis) and such item of gain or loss shall be allocated to the Members in accordance with positive balances in their Adjusted Capital Accounts in proportion with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such relative positive Adjusted Capital Account balancessection applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (ei) The allocations set forth in paragraphs (a), (b), (cSections 5.2(a) and (dthrough 5.2(h) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704Sections 1.704-1(b) and 1.704-2. Notwithstanding any other provisions provision of this Section 9.3 Article V (other than the Regulatory Allocations), the Regulatory Allocations (and anticipated future Regulatory Allocations) shall be taken into account in allocating Profits other items of income, gain, loss and Losses deduction among the Members so that, to the extent possible, the net amount of such allocations allocation of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall should be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. This Section 5.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions that may result from application of the Regulatory Allocations and shall be interpreted in a manner consistent therewith. (j) Items of income, gain, loss, deduction or credit resulting from a Covered Audit Adjustment shall be allocated to the Members in accordance with the applicable provisions of the Partnership Tax Audit Rules.

Special Allocations. Notwithstanding the provisions of Section 9.29.3: (a) Nonrecourse Deductions shall be allocated to the Tax Members, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable yearTaxable Year, each Tax Member shall be specially allocated items of taxable income or gain for such taxable year Taxable Year (and, if necessary, subsequent taxable yearsTaxable Years) in an amount equal to such Tax Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Tax Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Tax Member Nonrecourse Debt Minimum Gain during any taxable yearTaxable Year, each Tax Member that has a share of such Tax Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year Taxable Year (and, if necessary, subsequent taxable yearsTaxable Years) in an amount equal to that Tax Member’s share of the net decrease in Tax Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If any Tax Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Tax Member in an amount and manner sufficient to eliminate the Adjusted Capital Account adjusted capital account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) No allocation of Loss shall be made pursuant to Section 9.2 9.3 to the extent that it causes or increases a deficit balance in any Tax Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Tax Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 9.4 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Tax Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Tax Member shall be equal to the net amount that would have been allocated to such Tax Member if the Regulatory Allocations had not occurred.

Special Allocations. Notwithstanding The following special allocations shall be made in the provisions of Section 9.2following order: (a) Nonrecourse Deductions shall be allocated to the MembersExcept as otherwise provided in Regulations Section 1.704-2(f), pro rata in proportion to the value and notwithstanding any other provision of their respective interests in the Companythis Article VIII, as determined by the Board of Directors. If if there is a net decrease in Company Partnership Minimum Gain during any taxable yearFiscal Year, each Member Partner shall be specially allocated items of taxable Partnership income or and gain for such taxable year Fiscal Year (and, if necessary, subsequent taxable yearsFiscal Years) in an amount equal to such MemberPartner’s share of the net decrease in Company Partnership Minimum Gain, determined in accordance with Treasury Regulation Regulations Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This paragraph Section 8.6(a) is intended to comply with the minimum gain chargeback requirements requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Regulations Section 1.704-2(i)(4), and notwithstanding any other provision of this Article VIII, if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any taxable yearPartnership Fiscal Year, each Member that Partner who has a share of such Member the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of taxable Partnership income or and gain for such taxable year Fiscal Year (and, if necessary, subsequent taxable yearsFiscal Years) in an amount equal to that Membersuch Partner’s share of the net decrease in Member Partner Nonrecourse Debt Minimum Gain (subject attributable to the exceptions thereundersuch Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Items The items to be so allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(22(i)(2). This paragraph Section 8.6(b) is intended to comply with the minimum gain chargeback requirements requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If In the event any Member Partner unexpectedly receives any adjustments, allocations allocations, or distributions described in Treasury Regulation Section Regulations Sections 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) 1.704-1(b)(2)(ii)(d)(5), or (61.704-1(b)(2)(ii)(d)(6), items of taxable Partnership income and gain shall be specially allocated to each such Member Partner in an amount and manner sufficient to eliminate eliminate, to the extent required by the Regulations, the Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by Deficit of such adjustments, allocations or distributions Partner as quickly as possible. This paragraph is intended , provided that an allocation pursuant to comply with the qualified income offset requirements in Treasury Regulation this Section 1.704-1(b)(2)(ii)(d8.6(c) and shall be interpreted consistently therewithmade only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made, as if this Section 8.6(c) were not in this Agreement. (d) No In the event any Partner has an Adjusted Capital Account Deficit at the end of any Partnership Fiscal Year, each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation of Loss pursuant to this Section 8.6(d) shall be made pursuant to Section 9.2 only if and to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss such Partner would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balancesafter all other allocations provided for in this Article VIII have been made as if Section 8.6(c) hereof and this Section 8.6(d) were not in this Agreement. (e) The allocations set forth Partnership Nonrecourse Deductions for any Fiscal Year shall be allocated among the Partners in paragraphs proportion to their respective Percentage Interests. (af) Any Partner Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable, in accordance with Regulations Section 1.704-2(i)(1). (g) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of its interest in the extent possiblePartnership, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected adjustment to be made in the future) to each Member Capital Accounts shall be equal treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specifically allocated to the net amount that would have been allocated Partner to whom such Member if the Regulatory Allocations had not occurreddistribution was made.

Special Allocations. Notwithstanding the any provisions of Section 9.26.1, the following special allocations shall be made in the following order of priority: (a) Minimum Gain Chargeback (Nonrecourse Deductions shall be allocated to the MembersLiabilities). Except as otherwise provided in Treasury Regulations Section 1.704-2(f), pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If if there is a net decrease in Company Partnership Minimum Gain during for any taxable yearFiscal Year, each Member Partner shall be specially allocated items of taxable Partnership income or and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s Partner's share of the net decrease in Company Partnership Minimum Gain, determined in accordance with Gain to the extent required by Treasury Regulation Regulations Section 1.704-2(g) (subject to the exceptions thereunder2(f). The items to be so allocated shall be determined in accordance with Treasury Regulation Section Regulations Sections 1.704-2(f)(62(f) and (j)(2). This paragraph subparagraph is intended to comply with the minimum gain chargeback requirements requirement in said section of the Treasury Regulation Section 1.704-2(f) Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i)Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any taxable yearFiscal Year, each Member that Partner who has a share of such Member Nonrecourse Debt the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of taxable Partnership income or and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s Partner's share of the net decrease in Member the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain (subject to the exceptions thereunderextent and in the manner required by Treasury Regulations Section 1.704-2(i). Items The items to be so allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2(j). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) No allocation of Loss shall be made pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Losses, deduction and expenditures attributable to Member Nonrecourse Deductions Debt shall be allocated in the manner required by Regulations section 1.704-2(i). If there is a net decrease during a Taxable Year in Member Minimum Gain, income and gain for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Members, pro rata in proportion to the value of their respective interests Members in the Companyamounts and of such character as is determined according to Regulations section 1.704-2(i)(4). The preceding sentence is intended to be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the requirements of Regulations section 1.704-2(i)(4), and shall be interpreted in a manner consistent therewith. (b) Except as determined by the Board of Directors. If otherwise provided in Section 5.2(a), if there is a net decrease in Company Minimum Gain during any taxable yearTaxable Year, each Member shall be specially allocated items of taxable income or and gain for such taxable year Taxable Year (and, if necessary, for subsequent taxable yearsTaxable Years) in an amount equal the amounts and of such character as is determined according to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section Regulations section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(62(f). This paragraph Section 5.2(b) is intended to comply be a “minimum gain chargeback” provision that complies with the minimum gain chargeback requirements in Treasury Regulation Section of Regulations section 1.704-2(f) ), and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the a manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently consistent therewith. (c) If any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treasury Regulation Section Regulations section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or (6)) has a deficit balance in its Adjusted Capital Account as of the end of any Taxable Year, items computed after the application of taxable Section 5.2(a) and Section 5.2(b) but before the application of any other provision of Section 5.1, Section 5.2 and Section 5.3, then income and gain for such Taxable Year shall be specially allocated to such Member in an amount proportion to, and manner sufficient to eliminate the Adjusted Capital Account extent of, such deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possiblebalance. This paragraph Section 5.2(c) is intended to comply with the be a “qualified income offset requirements offset” provision as described in Treasury Regulation Section Regulations section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) “Nonrecourse deductions” (as defined in Regulation sections 1.704-2(b)(1) and (c)) shall be allocated among the Members pro rata in accordance with their respective Percentage Interests. (e) No Net Loss (or items thereof) shall be allocated to a Member to the extent such allocation would cause or increase a deficit balance in the Adjusted Capital Account of such Member. Instead, such Net Loss (and items thereof) shall be allocated among the other Members that have positive account balances in the same ratios that such other Members are allocated Net Loss for such year under Section 5.1 until all such positive balances have been reduced to zero. (f) The adjustments described in clause (d) of the definition of Gross Asset Value shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balancesRegulations section 1.704-1(b)(2)(iv)(m). (eg) The allocations set forth in paragraphs (a), (b), (cSection 5.2(a) and (dthrough Section 5.2(f) above inclusive (the “Regulatory Allocations”) are intended to comply with certain requirements of section 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Net Income and Net Loss of the Company or to make Distributions. Accordingly, notwithstanding the other provisions of this Section 9.3 (other than 5.1, Section 5.2 and Section 5.3, but subject to the Regulatory Allocations), items of Net Income and Net Loss of the Company shall be allocated among the Members so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Account balances of the Members to be in the amounts (or as close thereto as possible) they would have been if Net Income and Net Loss had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this shall be taken into account in accomplished by specially allocating Profits other Net Income and Losses Net Loss among the Members so that, to the extent possible, that the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) and such special allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurredis zero.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members under any method determined by the Managing Member to be appropriate and in accordance with the applicable Treasury Regulations. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Member who bears economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bears the economic risk of loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the Members, pro rata ratio in proportion which they bear the economic risk of loss. This Section 4.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision of this Agreement to the value of their respective interests in the Companycontrary, as determined by the Board of Directors. If if there is a net decrease in Company Minimum Gain during any Fiscal Year or other taxable yearperiod (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 4.2(c)), each Member shall be specially allocated items of taxable Company income or and gain for such Fiscal Year or other taxable year (and, if necessary, subsequent taxable years) period in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, Gain during such year (as determined in accordance with pursuant to Treasury Regulation Regulations Section 1.704-2(g) (subject to the exceptions thereunder2(g)(2). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph section is intended to comply with the constitute a minimum gain chargeback requirements in under Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (bd) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Notwithstanding any other provision of this Agreement except Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(44.2(c), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year or other taxable yearperiod (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 4.2(d)), each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable Company income or and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated as determined pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2)). This paragraph section is intended to comply with the constitute a partner nonrecourse debt minimum gain chargeback requirements in under Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (ce) If Notwithstanding any provision hereof to the contrary except Section 4.2(a) and Section 4.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such allocation would cause such Member to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(e) shall be allocated to the Members who do not have an Adjusted Capital Account Deficit in proportion to their relative positive Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (f) Notwithstanding any provision hereof to the contrary except Section 4.2(c) and Section 4.2(d), in the event any Member unexpectedly receives any adjustmentsadjustment, allocations allocation or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4paragraph (4), (5) or (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of taxable income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to such Member in an amount and manner sufficient to eliminate the any Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions Deficit of that Member as quickly as possible; provided that an allocation pursuant to this Section 4.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV have been tentatively made as if this Section 4.2(f) were not in this Agreement. This paragraph Section 4.2(f) is intended to comply with the constitute a qualified income offset requirements in under Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (dg) No If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation of Loss pursuant to this Section 4.2(g) shall be made pursuant to Section 9.2 only if and to the extent that it causes or increases such Member would have a deficit balance in any Member’s Adjusted its Capital Account. Account in excess of such sum after all other allocations provided for in this Article IV have been made as if Section 4.2(f) and this Section 4.2(g) were not in this Agreement. (h) To the extent any allocation of Loss would cause an adjustment to the Adjusted Capital Account balance adjusted tax basis of any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members to have a deficit balance, asset) or loss (if the adjustment decreases such Loss basis) and such item of gain or loss shall be allocated to the Members in accordance with positive balances in their Adjusted Capital Accounts in proportion with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such relative positive Adjusted Capital Account balancessection applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (ei) The allocations set forth in paragraphs (a), (b), (cSections 4.2(a) and (dthrough 4.2(h) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704Sections 1.704-1(b) and 1.704-2. Notwithstanding any other provisions provision of this Section 9.3 Article IV (other than the Regulatory Allocations), the Regulatory Allocations (and anticipated future Regulatory Allocations) shall be taken into account in allocating Profits other items of income, gain, loss and Losses deduction among the Members so that, to the extent possible, the net amount of such allocations allocation of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall should be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. This Section 4.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Regulatory Allocations and shall be interpreted in a manner consistent therewith.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions shall be allocated to the Members, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable year, each Member shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account adjusted capital account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) No allocation of Loss shall be made pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions shall be allocated to the Members, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable yearAllocation Year, each Member shall be specially allocated items of taxable Company income or and gain for such taxable year Allocation Year (and, if necessary, subsequent taxable yearsAllocation Years) in an amount equal to such Member’s share of the net decrease manner and amounts provided in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. This paragraph Section 8.03(a) is intended to comply with the minimum gain Company Minimum Gain chargeback requirements requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable yearAllocation Year, each any Member that has with a share of such Member Nonrecourse Debt Minimum Gain at the beginning of such Allocation Year shall be specially allocated items of taxable Company income or and gain for such taxable year Allocation Year (and, if necessary, subsequent taxable yearsAllocation Years) in an amount equal to that Member’s share of the net decrease manner and amounts provided in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(22(j)(2)(ii), or any successor provisions. This paragraph Section 8.03(b) is intended to comply with the minimum chargeback of items of income and gain chargeback requirements requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If In the event any Member unexpectedly receives has a deficit balance in its Capital Account at the end of any adjustmentsAllocation Year in excess of the sum of (A) the amount such Member is required to restore pursuant to the provisions of this Agreement and (B) the amount such Member is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 8.03(c) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations or distributions described provided for in this Article VIII have been tentatively made as if this Section 8.03(c) were not in this Agreement. (d) In the event any Member has a deficit balance in its Capital Account at the end of any Allocation Year in excess of the sum of (A) the amount such Member is required to restore pursuant to the provisions of this Agreement and (B) the amount such Member is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 8.03(d) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made as if Section 8.03(c) and this Section 8.03(d) were not in this Agreement. (e) Nonrecourse Deductions for any Allocation Year shall be allocated to the Members pro rata in accordance with each Member’s Ownership Percentage. (f) Member Nonrecourse Deductions for any Allocation Year shall be allocated 100% to the Member that bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(42(i). If more than one Member bears the economic risk of loss with respect to a Member Nonrecourse Debt, such Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such economic risk of loss. (g) For purposes of Treasury Regulation Section 1.752-3(a)(3), the Members agree that Nonrecourse Liabilities of the Company shall be allocated the Members pro rata in accordance with each Member’s Ownership Percentage. (5h) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or (6)743(b) of the Code is required, items of taxable income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account deficit (determined according pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(d1(b)(2)(iv)(m)) created by , to be taken into account in determining Capital Accounts, the amount of such adjustments, allocations or distributions as quickly as possible. This paragraph is intended adjustment to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and Capital Accounts shall be interpreted consistently therewith. treated as an item of gain (dif the adjustment increases the basis of the asset) No allocation or loss (if the adjustment decreases such basis), and such item of Loss gain or loss shall be made pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be specially allocated to the Members in a manner consistent with positive balances the manner in which their Adjusted Capital Accounts in proportion with are required to be adjusted pursuant to such relative positive Adjusted Capital Account balancesSection of the Treasury Regulations. (ei) The Notwithstanding any other provision of this Section 8.03, the allocations set forth in paragraphs (aSections 8.03(a), (b), (c), (d), (e), (f) and (dh) above (the “Regulatory Required Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of items of gross income, gain, loss and deduction allocated to each Member pursuant to Sections 8.02 and 8.03, together, shall be equal to the net amount of such allocations of Profits items that would have been allocated to each such Member under Section 8.02 and Losses Section 8.03 had the Required Allocations and other items and the Regulatory Allocations (including Regulatory this Section 8.03(i) not otherwise been provided in this Agreement. The Company may take into account future Required Allocations that, although not yet made, are expected likely to offset other Required Allocations previously made. (j) Items of income, gain, loss and deduction realized after, or in anticipation of, a Dissolution Event shall be allocated in a manner that will cause, to the extent possible, the ratio of each Member’s Capital Account to the sum of all Members’ Capital Accounts to be equal to such Member’s Ownership Percentage. Upon a Dissolution Event, if any property is distributed in kind, any unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously shall be allocated among the Members as if there were a taxable disposition of that property for the fair market value of that property on the date of distribution. (k) The allocations in Section 8.02, this Section 8.03 and Section 8.05, and the provisions of this Agreement relating to the maintenance of Capital Accounts, apply solely for U.S. federal income tax purposes (and any related state income tax purposes). Such provisions are intended to comply with Treasury Regulations Sections 1.704-1 and 1.704-2 and shall be interpreted and applied in a manner consistent with such Treasury Regulations and any amendment or successor provision thereto. The Members shall cause appropriate modifications to be made if unanticipated events might otherwise cause this Agreement not to comply with such Treasury Regulations, so long as such modifications do not cause a material change in the future) to each Member shall be equal to relative economic benefit of the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurredMembers under this Agreement.

Special Allocations. Notwithstanding the provisions of Section 9.29.4: (ai) Nonrecourse Deductions shall be allocated to the Members, pro rata in proportion to the value Relative NAV of their respective interests in the Company, as determined by the Board of Directorseach Unit. If there is a net decrease in Company Minimum Gain during any taxable yearTaxable Year, each Member shall be specially allocated items of taxable income or gain for such taxable year Taxable Year (and, if necessary, subsequent taxable yearsTaxable Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (bii) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable yearTaxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year Taxable Year (and, if necessary, subsequent taxable yearsTaxable Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (ciii) If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account adjusted capital account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (div) No allocation of Loss shall be made pursuant to Section 9.2 9.4 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (ev) The allocations set forth in paragraphs (ai), (bii), (ciii) and (div) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 9.5 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Member who bears economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bears the economic risk of loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the Members, pro rata ratio in proportion which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision of this Agreement to the value of their respective interests in the Companycontrary, as determined by the Board of Directors. If if there is a net decrease in Company Minimum Gain during any Fiscal Year or other taxable yearperiod (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of taxable Company income or and gain for such Fiscal Year or other taxable year (and, if necessary, subsequent taxable years) period in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, Gain during such year (as determined in accordance with pursuant to Treasury Regulation Regulations Section 1.704-2(g) (subject to the exceptions thereunder2(g)(2). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph section is intended to comply with the constitute a minimum gain chargeback requirements in under Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (bd) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Notwithstanding any other provision of this Agreement except Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(45.2(c), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year or other taxable yearperiod (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 5.2(d)), each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable Company income or and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated as determined pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2)). This paragraph section is intended to comply with the constitute a partner nonrecourse debt minimum gain chargeback requirements in under Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (ce) If Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such allocation would cause such Member to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section 5.2(e) shall be allocated to the Members who do not have an Adjusted Capital Account Deficit in proportion to their relative positive Capital Accounts (as adjusted pursuant to clauses (a) and (b) of the definition of “Adjusted Capital Account Deficit”) but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (f) Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event any Member unexpectedly receives any adjustmentsadjustment, allocations allocation or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4paragraph (4), (5) or (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of taxable income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to such Member in an amount and manner sufficient to eliminate the any Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions Deficit of that Member as quickly as possible; provided that an allocation pursuant to this Section 5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.2(f) were not in this Agreement. This paragraph Section 5.2(f) is intended to comply with the constitute a qualified income offset requirements in under Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (dg) No If any Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year or other taxable period, that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation of Loss pursuant to this Section 5.2(g) shall be made pursuant to Section 9.2 only if and to the extent that it causes or increases a deficit balance in any Member’s such Member would have an Adjusted Capital Account. Account Deficit in excess of such sum after all other allocations provided for in this Article V have been made as if Section 5.2(f) and this Section 5.2(g) were not in this Agreement. (h) To the extent any allocation of Loss would cause an adjustment to the Adjusted Capital Account balance adjusted tax basis of any Company asset pursuant to Code Sections 734(b) (including any such adjustments pursuant to Treasury Regulation Section 1.734-2(b)(1)) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members to have a deficit balance, asset) or loss (if the adjustment decreases such Loss basis) and such item of gain or loss shall be allocated to the Members in accordance with positive balances in their Adjusted Capital Accounts in proportion with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such relative positive Adjusted Capital Account balancessection applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (ei) The allocations set forth in paragraphs (a), (b), (cSections 5.2(a) and (dthrough 5.2(h) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704Sections 1.704-1(b) and 1.704-2. Notwithstanding any other provisions provision of this Section 9.3 Article V (other than the Regulatory Allocations), the Regulatory Allocations (and anticipated future Regulatory Allocations) shall be taken into account in allocating Profits other items of income, gain, loss and Losses deduction among the Members so that, to the extent possible, the net amount of such allocations allocation of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall should be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. This Section 5.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions that may result from application of the Regulatory Allocations and shall be interpreted in a manner consistent therewith. (j) Items of income, gain, loss, deduction or credit resulting from a Covered Audit Adjustment shall be allocated to the Members in accordance with the applicable provisions of the Partnership Tax Audit Rules.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions shall be allocated to the Members, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable year, each Member shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) No allocation of Loss shall be made pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Loss attributable to Member Nonrecourse Deductions Debt shall be allocated in the manner required by Regulations Section 1.704-2(i). If there is a net decrease during a taxable year in Member Minimum Gain, Income for such taxable year (and, if necessary, for subsequent taxable years) shall be allocated to the Members, pro rata in proportion to the value of their respective interests Unitholders in the Companyamounts and of such character as is determined according to Regulations Section 1.704-2(i)(4). This Section 5.2(a) is intended to be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(i)(4), and shall be interpreted in a manner consistent therewith. (b) Except as determined by the Board of Directors. If otherwise provided in Section 5.2(a), if there is a net decrease in Company Minimum Gain during any taxable year, each Member Unitholder shall be specially allocated items of taxable income or gain Income for such taxable year (and, if necessary, for subsequent taxable years) in an amount equal the amounts and of such character as is determined according to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Regulations Section 1.704-2(f). This Section 5.2(b) is intended to be a “minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(f), and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the a manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently consistent therewith. (c) If any Member Unitholder that unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treasury Regulation Regulations Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or (6)) has an Adjusted Capital Account Deficit as of the end of any taxable year, items computed after the application of Section 5.2(a) and Section 5.2(b) but before the application of any other provision of this Article V, then Income for such taxable income and gain year shall be specially allocated to such Member Unitholder in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possibleDeficit. This paragraph Section 5.2(c) is intended to comply with the be a “qualified income offset requirements offset” provision as described in Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) No allocation Income and Loss described in clause (iv) of Loss the definition of Gross Asset Value shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Regulations Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances1.704-1 (b)(2)(iv)(m). (e) The allocations set forth in paragraphs (a), (b), (cSection 5.2(a) and (dthrough Section 5.2(d) above inclusive (the “Regulatory Allocations”) are intended to comply with certain requirements of Section 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Unitholders intend to allocate Income and Loss of the Company or to make distributions. Accordingly, notwithstanding the other provisions of this Section 9.3 (other than Article V, but subject to the Regulatory Allocations), items of Income and Loss of the Company shall be allocated among the Unitholders so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Account balances of the Unitholders to be taken into account in allocating Profits the amounts (or as close thereto as possible) they would have been if Income and Losses among Members so that, Loss had been allocated without reference to the extent possibleRegulatory Allocations. In general, the Unitholders anticipate that this will be accomplished by specially allocating other Income and Loss among the Unitholders so that the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations and such special allocations to each such Unitholder is zero. (including Regulatory Allocations that, although not yet made, are expected to f) Income and Loss of the Company shall be made allocated in the futuremanner required by proposed Regulations Section 1.704 (b)-1(b)(4)(xii)(c) to each Member shall be equal to (or any successor guidance dealing with so-called “forfeiture allocations”) from and after the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurredtime permitted by applicable final or temporary guidance.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members under any method determined by the Managing Member to be appropriate and in accordance with the applicable Treasury Regulations. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Member who bears economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bears the economic risk of loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the Members, pro rata ratio in proportion which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision of this Agreement to the value of their respective interests in the Companycontrary, as determined by the Board of Directors. If if there is a net decrease in Company Minimum Gain during any Fiscal Year or other taxable yearperiod (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of taxable Company income or and gain for such Fiscal Year or other taxable year (and, if necessary, subsequent taxable years) period in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, Gain during such year (as determined in accordance with pursuant to Treasury Regulation Regulations Section 1.704-2(g) (subject to the exceptions thereunder2(g)(2). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph section is intended to comply with the constitute a minimum gain chargeback requirements in under Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (bd) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Notwithstanding any other provision of this Agreement except Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(45.2(c), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year or other taxable yearperiod (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 5.2(d)), each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable Company income or and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated as determined pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2)). This paragraph section is intended to comply with the constitute a partner nonrecourse debt minimum gain chargeback requirements in under Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (ce) If Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such allocation would cause such Member to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section 5.2(e) shall be allocated to the Members who do not have an Adjusted Capital Account Deficit in proportion to their relative positive Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (f) Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event any Member unexpectedly receives any adjustmentsadjustment, allocations allocation or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4paragraph (4), (5) or (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of taxable income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to such Member in an amount and manner sufficient to eliminate the any Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions Deficit of that Member as quickly as possible; provided that an allocation pursuant to this Section 5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.2(f) were not in this Agreement. This paragraph Section 5.2(f) is intended to comply with the constitute a qualified income offset requirements in under Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (dg) No If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation of Loss pursuant to this Section 5.2(g) shall be made pursuant to Section 9.2 only if and to the extent that it causes or increases such Member would have a deficit balance in any Member’s Adjusted its Capital Account. Account in excess of such sum after all other allocations provided for in this Article V have been made as if Section 5.2(f) and this Section 5.2(g) were not in this Agreement. (h) To the extent any allocation of Loss would cause an adjustment to the Adjusted Capital Account balance adjusted tax basis of any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members to have a deficit balance, asset) or loss (if the adjustment decreases such Loss basis) and such item of gain or loss shall be allocated to the Members in accordance with positive balances in their Adjusted Capital Accounts in proportion with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such relative positive Adjusted Capital Account balancessection applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (ei) The allocations set forth in paragraphs (a), (b), (cSections 5.2(a) and (dthrough 5.2(h) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704Sections 1.704-1(b) and 1.704-2. Notwithstanding any other provisions provision of this Section 9.3 Article V (other than the Regulatory Allocations), the Regulatory Allocations (and anticipated future Regulatory Allocations) shall be taken into account in allocating Profits other items of income, gain, loss and Losses deduction among the Members so that, to the extent possible, the net amount of such allocations allocation of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall should be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. This Section 5.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Regulatory Allocations and shall be interpreted in a manner consistent therewith.

Special Allocations. Notwithstanding The following special allocations shall be made in the provisions of Section 9.2following order and priority: (a) Loss attributable to Shareholder Nonrecourse Deductions Debt shall be allocated to the Members, pro rata in proportion to the value of their respective interests in the Company, as determined manner required by the Board of DirectorsTreasury Regulation Section 1.704‑2(i). If there is a net decrease in Company Minimum Gain during any taxable year, each Member shall a Fiscal Year (a) is intended to be specially allocated items a “partner nonrecourse debt minimum gain chargeback” provision that complies with the requirements of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(f1.704‑2(i)(4) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if If there is a net decrease in Member Nonrecourse Debt JV Minimum Gain during any taxable yearFiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain Shareholder shall be specially allocated items of taxable income or gain Profits for such taxable year Fiscal Year (and, if necessary, for subsequent taxable yearsFiscal Years) in an amount equal to that Member’s share the amounts and of the net decrease in Member Nonrecourse Debt Minimum Gain (such character as determined according to, and subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with contained in, Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2Section 1.704‑2(f). This paragraph clause 3.2 (b) is intended to comply be a “minimum gain chargeback” provision that complies with the minimum gain chargeback requirements in of Treasury Regulation Section 1.704-2(i)(41.704‑2(f) and shall be interpreted consistently therewith. (c) Shareholder Nonrecourse Deductions for any Fiscal Year shall be allocated in the manner required by Treasury Regulation Section 1.704‑2(i). Nonrecourse Deductions for any Fiscal Year shall be allocated to the Shareholders in the same manner any Profits are or would be allocated in such Fiscal Year. (d) If any Member Shareholder who unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(41.704‑1(b)(2)(ii)(d)(4), (5) or ), and (6), items of taxable income and gain shall be specially allocated to such Member in ) has an amount and manner sufficient to eliminate the Adjusted Capital Account adjusted capital account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d1.704‑1(b)(2)(ii)(d)) created by as of the end of any Fiscal Year, then Profits for such adjustmentsFiscal Year shall be allocated to such Shareholder in proportion to, allocations or distributions as quickly as possibleand to the extent of, such adjusted capital account deficit. This paragraph clause 3.2(d) is intended to comply with the be a “qualified income offset requirements offset” provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d1.704‑1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (de) No allocation of Loss Profits and Losses described in clause 2.2(e) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balancesTreasury Regulation Sections 1.704‑1(b)(2)(iv)(j),(k) and (m). (ef) The allocations set forth described in paragraphs (aclauses 3.2(a), (b3.2(b), (c3.2(c), 3.2(d) and (d3.2(e) above hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704‑1(b) and 1.704‑2 of the Treasury Regulations under Code Section 704and as such may not be consistent with the manner in which the Shareholders intend to allocate items of income, gain, loss, deduction and expense or make distributions. Notwithstanding any Accordingly, notwithstanding other provisions of this Section 9.3 clause 3.2, but subject to the requirements of the Treasury Regulations, items of income, gain, loss, deduction and expense in subsequent Fiscal Years shall be allocated among the Shareholders in such a way as to reverse as quickly as possible the effects of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Shareholders to be in the amounts they would have been if Profit and Loss (and such other than items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Members on a pro rata basis in accordance with the number of Units owned by each Member. (b) Any Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bears the economic risk of loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the Membersratio in which they bear the economic risk of loss. This Section 4.3(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Except as otherwise provided in Treasury Regulation Section 1.704-2(f), pro rata in proportion notwithstanding any other provision of this Agreement to the value of their respective interests in the Companycontrary, as determined by the Board of Directors. If if there is a net decrease in Company Minimum Gain during any taxable yearFiscal Year (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior Fiscal Years to allocate among the Members under this Section 4.3(c)), each Member shall be specially allocated items of taxable Company income or and gain for such taxable year (and, if necessary, subsequent taxable years) Fiscal Year in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, Gain during such year (as determined pursuant to Treasury Regulations Section 1.704-2(g)(2)). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section Sections 1.704-2(f)(6) and 1.704-2(j)(2). This paragraph section is intended to comply with the constitute a minimum gain chargeback requirements in under Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (bd) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), notwithstanding any other provision of this Agreement except Section 4.3(c), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable yearFiscal Year (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior Fiscal Years to allocate among the Members under this Section 4.3(d)), each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable Company income or and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). Allocations pursuant to the exceptions thereunder). Items previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to this paragraph be allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph section is intended to comply with the constitute a partner nonrecourse debt minimum gain chargeback requirements in under Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (ce) If Notwithstanding any provision hereof to the contrary except Section 4.3(c) and Section 4.3(d), in the event any Member unexpectedly receives any adjustmentsadjustment, allocations allocation or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4paragraph (4), (5) or (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), resulting in, or increasing, an Adjusted Capital Account Deficit for such Member, items of taxable Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year) shall be specially allocated to such Member in an amount and manner sufficient to eliminate the any Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions Deficit of that Member as quickly as possible; provided that an allocation pursuant to this Section 4.3(e) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV have been tentatively made as if this Section 4.3(e) were not in this Agreement. This paragraph Section 4.3(e) is intended to comply with the constitute a qualified income offset requirements in under Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (df) No If any Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income, gain in the amount of such excess as quickly as possible, provided that an allocation of Loss pursuant to this Section 4.3(f) shall be made pursuant to Section 9.2 only if and to the extent that it causes or increases a deficit balance in any Member’s such Member would have an Adjusted Capital Account. Account Deficit in excess of such sum after all other allocations provided for in this Article IV have been made as if Section 4.3(e) and this Section 4.3(f) were not in this Agreement. (g) To the extent any allocation of Loss would cause an adjustment to the Adjusted Capital Account balance adjusted tax basis of any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members to have a deficit balance, asset) or loss (if the adjustment decreases such Loss basis) and such item of gain or loss shall be allocated to the Members in accordance with positive balances in their Adjusted Capital Accounts in proportion with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such relative positive Adjusted Capital Account balancessection applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (eh) The allocations set forth in paragraphs (a), (b), (cSection 4.3(a) and (dthrough Section 4.3(g) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704Sections 1.704-1(b) and 1.704-2. Notwithstanding any other provisions provision of this Section 9.3 Article IV (other than the Regulatory Allocations), the Regulatory Allocations (and anticipated future Regulatory Allocations) shall be taken into account in allocating Profits other items of income, gain, loss and Losses deduction among the Members so that, to the extent possible, the net amount of such allocations allocation of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall should be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. This Section 4.3(h) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Regulatory Allocations and shall be interpreted in a manner consistent therewith. (i) The Manager may, in its reasonable discretion, cause the Company to make allocations of items of gross income and gain to the holders of Preferred Units to the extent necessary to cause, after taking into account distributions with respect to Preferred Units, and allocations to be made pursuant to Section 4.2, Capital Account balances attributable to Preferred Units, to be, as nearly as possible, equal to amounts distributable with respect to Preferred Units pursuant to Section 10.2(b)(iii).

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Members in the manner excess nonrecourse liabilities of the Company are allocated pursuant to Section 4.4(c). The amount of Nonrecourse Deductions for a Fiscal Year shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year over the aggregate amount of any distributions during that Fiscal Year of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bears the economic risk of loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the Members, pro rata ratio in proportion which they bear the economic risk of loss. This Section 4.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision of this Agreement to the value of their respective interests in the Companycontrary, as determined by the Board of Directors. If if there is a net decrease in Company Minimum Gain during any taxable yearFiscal Year (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 4.2(c), each Member shall be specially allocated items of taxable Company income or and gain for such taxable year (and, if necessary, subsequent taxable years) Fiscal Year in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, Gain during such year (as determined in accordance with pursuant to Treasury Regulation Regulations Section 1.704-2(g) (subject to the exceptions thereunder2(g)(2). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph section is intended to comply with the constitute a minimum gain chargeback requirements in under Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (bd) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Notwithstanding any other provision of this Agreement except Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(44.2(c), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable yearFiscal Year (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 4.2(d)), each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable Company income or and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated as determined pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2)). This paragraph section is intended to comply with the constitute a partner nonrecourse debt minimum gain chargeback requirements in under Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (ce) If Notwithstanding any provision hereof to the contrary except Section 4.2(c) and Section 4.2(d), in the event any Member unexpectedly receives any adjustmentsadjustment, allocations allocation or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4paragraph (4), (5) or (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of taxable income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year) shall be specially allocated to such Member in an amount and manner sufficient to eliminate the any Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions Deficit of that Member as quickly as possible; provided that an allocation pursuant to this Section 4.2(e) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV have been tentatively made as if this Section 4.2(e) were not in this Agreement. This paragraph Section 4.2(e) is intended to comply with the constitute a qualified income offset requirements in under Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (df) No If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation of Loss pursuant to this Section 4.2(f) shall be made pursuant to Section 9.2 only if and to the extent that it causes or increases such Member would have a deficit balance in any Member’s Adjusted its Capital Account. Account in excess of such sum after all other allocations provided for in this Article IV have been made as if Section 4.2(e) and this Section 4.2(f) were not in this Agreement. (g) To the extent any allocation of Loss would cause an adjustment to the Adjusted Capital Account balance adjusted tax basis of any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members to have a deficit balance, asset) or loss (if the adjustment decreases such Loss basis) and such item of gain or loss shall be allocated to the Members in accordance with positive balances in their Adjusted Capital Accounts in proportion with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such relative positive Adjusted Capital Account balancessection applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (eh) For the proper administration of the Company, the Managing Member may (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations of income, gain, loss, deduction, Unrealized Gain or Unrealized Loss; and (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code. The General Partner may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 4.4(h) only if such conventions, allocations or amendments would not have a material adverse effect on any holder of Units. (i) The allocations set forth in paragraphs (a), (b), (cSections 4.2(a) and (dthrough 4.2(g) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704Sections 1.704-1(b) and 1.704-2. Notwithstanding any other provisions provision of this Section 9.3 Article IV (other than the Regulatory Allocations), the Regulatory Allocations (and anticipated future Regulatory Allocations) shall be taken into account in allocating Profits other items of income, gain, loss and Losses deduction among the Members so that, to the extent possible, the net amount of such allocations allocation of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall should be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. This Section 4.2(h) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Regulatory Allocations and shall be interpreted in a manner consistent therewith.

Special Allocations. Notwithstanding any other provision of this Section 3, the provisions of Section 9.2following special allocations shall be made for such Allocation Year: (ai) Nonrecourse Deductions shall be allocated to the MembersPartnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 3, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If if there is a net decrease in Company Partnership Minimum Gain during any taxable yearAllocation Year, each Member Partner shall be specially allocated items of taxable income or Partnership income, gain and Simulated Gain for such taxable year period (and, if necessary, subsequent taxable yearsperiods) in an amount equal to such Member’s share of the net decrease manner and amounts provided in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 3(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income, gain and Simulated Gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 3(b) with respect to such Allocation Year (other than an allocation pursuant to Sections 3(b)(vi) and 3(b)(vii)). This paragraph Section 3(b)(i) is intended to comply with the minimum gain Partnership Minimum Gain chargeback requirements requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (bii) Member Chargeback of Partner Nonrecourse Deductions shall be allocated in Debt Minimum Gain. Notwithstanding the manner required by Treasury Regulation other provisions of this Section 1.704-2(i3(b) (other than Section 3(b)(i). Except ), except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any taxable yearAllocation Year, each Member that has any Partner with a share of such Member Partner Nonrecourse Debt Minimum Gain at the beginning of such Allocation Year shall be specially allocated items of taxable income or Partnership income, gain and Simulated Gain for such taxable year period (and, if necessary, subsequent taxable yearsperiods) in an amount equal to that Member’s share of the net decrease manner and amounts provided in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(22(j)(2)(ii), or any successor provisions. For purposes of this Section 3(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income, gain and Simulated Gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 3(b), other than Section 3(b)(i) and other than an allocation pursuant to Sections 3(b)(vi) and 3(b)(vii), with respect to such Allocation Year. This paragraph Section 3(b)(ii) is intended to comply with the minimum chargeback of items of income and gain chargeback requirements requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) No allocation of Loss shall be made pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Loss attributable to Member Nonrecourse Deductions Debt shall be allocated in the manner required by Regulations Section 1.704-2(i). If there is a net decrease during a taxable year in Member Minimum Gain, Income for such taxable year (and, if necessary, for subsequent taxable years) shall be allocated to the Members, pro rata in proportion to the value of their respective interests Unitholders in the Companyamounts and of such character as is determined according to Regulations Section 1.704-2(i)(4). This Section 5.2(a) is intended to be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(i)(4), and shall be interpreted in a manner consistent therewith. (b) Except as determined by the Board of Directors. If otherwise provided in Section 5.2(a), if there is a net decrease in Company Minimum Gain during any taxable year, each Member Unitholder shall be specially allocated items of taxable income or gain Income for such taxable year (and, if necessary, for subsequent taxable years) in an amount equal the amounts and of such character as is determined according to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Regulations Section 1.704-2(f). This Section 5.2(b) is intended to be a “minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(f), and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the a manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently consistent therewith. (c) If any Member Unitholder that unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treasury Regulation Regulations Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or (6)) has an Adjusted Capital Account Deficit as of the end of any taxable year, items computed after the application of Section 5.2(a) and Section 5.2(b) but before the application of any other provision of this Article V, then Income for such taxable income and gain year shall be specially allocated to such Member Unitholder in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possibleDeficit. This paragraph Section 5.2(c) is intended to comply with the be a “qualified income offset requirements offset” provision as described in Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) No allocation Income and Loss described in clause (iv) of Loss the definition of Gross Asset Value shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Regulations Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances1.704-1(b)(2)(iv)(m). (e) The allocations set forth in paragraphs (a), (b), (cSection 5.2(a) and (dthrough Section 5.2(d) above inclusive (the “Regulatory Allocations”) are intended to comply with certain requirements of Section 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Unitholders intend to allocate Income and Loss of the Company or to make distributions. Accordingly, notwithstanding the other provisions of this Section 9.3 (other than Article V, but subject to the Regulatory Allocations), items of Income and Loss of the Company shall be allocated among the Unitholders so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Account balances of the Unitholders to be taken into account in allocating Profits the amounts (or as close thereto as possible) they would have been if Income and Losses among Members so that, Loss had been allocated without reference to the extent possibleRegulatory Allocations. In general, the Unitholders anticipate that this will be accomplished by specially allocating other Income and Loss among the Unitholders so that the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations and such special allocations to each such Unitholder is zero. (including Regulatory Allocations that, although not yet made, are expected to f) Income and Loss of the Company shall be made allocated in the futuremanner required by proposed Regulations Section 1.704(b)-1(b)(4)(xii)(c) to each Member shall be equal to (or any successor guidance dealing with so-called “forfeiture allocations”) from and after the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurredtime permitted by applicable final or temporary guidance.

Special Allocations. Notwithstanding the provisions Section 4.1 of Section 9.2this Agreement: (a) Nonrecourse Deductions shall be allocated to If, during a taxable year of the MembersPartnership, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable yearthe Partnership’s minimum gain as defined in Treasury Regulations Section 1.704-2(d), then each Member Partner shall be specially allocated items of taxable income or (including gross income) and gain for such taxable year (and, and if necessary, necessary for subsequent taxable years) in an amount equal to such MemberPartner’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6)Partnership minimum gain. This paragraph Section 4.2(a) is intended to comply with the minimum gain chargeback requirements in Treasury Regulation requirement of Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith. For any taxable year that the Partnership has a net decrease in minimum gain, if the minimum gain chargeback requirement would cause a distortion in the economic arrangement of the Partners and it is not expected that the Partnership will have sufficient other income to correct that distortion, the Management Committee may seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Section 1.704-2(f)(4) of the Treasury Regulations. (b) Member Nonrecourse Deductions shall be allocated in If, during a taxable year of the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4)Partnership, if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable yearpartner nonrecourse debt minimum gain as defined in Treasury Regulations Section 1.704-2(i)(3), then each Member that has Partner with a share of such Member Nonrecourse Debt Minimum Gain that partner nonrecourse debt minimum gain shall be specially allocated items of taxable income or (including gross income) and gain for such taxable year (and, and if necessary, necessary for subsequent taxable years) in an amount equal to that Membersuch Partner’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)partner nonrecourse debt minimum gain. This paragraph Section 4.2(b) is intended to comply with the minimum gain chargeback requirements in Treasury Regulation requirement of Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith. (c) If Items of Partnership loss, deduction and Code Section 705(a)(2)(B) expenditures which are attributable to any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section nonrecourse debt of the Partnership and are characterized as partner nonrecourse deductions under Sections 1.704-l(b)(2)(ii)(d)(4), (52(i)(1) or (6), items 2) of taxable income and gain the Treasury Regulations shall be specially allocated to the Partner who bears the economic risk of loss with respect to such Member nonrecourse debt in an amount and manner sufficient to eliminate the Adjusted Capital Account deficit (determined according to Treasury Regulation accordance with Section 1.704-1(b)(2)(ii)(d)2(i)(1) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with of the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewithRegulations. (d) No allocation of Loss shall be made pursuant to Nonrecourse deductions (as defined in Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any 1.704-2(b)(1) of the Members to have a deficit balance, such Loss Treasury Regulations) shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balancesPartners Pro Rata. (e) The allocations set forth in paragraphs (a), (b), (cTo the extent that an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) and (dor 743(b) above (of the “Regulatory Allocations”Code is required pursuant to Section 1.704-1(b)(2)(iv)(m)(2) are intended to comply with certain requirements or 1.704-1(b)(2)(iv)(m)(4) of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations)Regulations, the Regulatory Allocations shall to be taken into account in allocating Profits and Losses among Members so that, determining Capital Accounts as the result of a Distribution to the extent possiblea Partner in complete liquidation of its Interest, the net amount of such allocations adjustment to Capital Accounts shall be treated as an item of Profits gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and Losses and other items and such gain or loss shall be specially allocated to the Regulatory Allocations (including Regulatory Allocations thatPartners in accordance with their interests in the Partnership in the event Section 1.704-1(b)(2)(iv)(m)(2) of the Treasury Regulations applies, although not yet made, are expected or to be the Partner to whom such Distribution was made in the futureevent Section 1.704-1(b)(2)(iv)(m)(4) to each Member shall be equal to of the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurredTreasury Regulations applies.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Series II Shareholder Nonrecourse Deductions shall be allocated to the MembersSeries II Shareholders, pro rata in proportion to the value of their respective interests in the CompanySeries II, as determined by the Board of Directors. If there is a net decrease in Company Series II Minimum Gain during any taxable yearTaxable Year, each Member Series II Shareholder shall be specially allocated items of taxable income or gain for such taxable year Taxable Year (and, if necessary, subsequent taxable yearsTaxable Years) in an amount equal to such MemberSeries II Shareholder’s share of the net decrease in Company Series II Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Series II Shareholder Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Series II Shareholder Nonrecourse Debt Minimum Gain during any taxable yearTaxable Year, each Member Series II Shareholder that has a share of such Member Series II Shareholder Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year Taxable Year (and, if necessary, subsequent taxable yearsTaxable Years) in an amount equal to that MemberSeries II Shareholder’s share of the net decrease in Member Series II Shareholder Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If any Member Series II Shareholder unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Member Series II Shareholder in an amount and manner sufficient to eliminate the Adjusted Capital Account adjusted capital account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) No allocation of Series II Loss shall be made pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any MemberSeries II Shareholder’s Adjusted Capital Account. To the extent any allocation of Series II Loss would cause the Adjusted Capital Account balance of any of the Members Series II Shareholders to have a deficit balance, such Series II Loss shall be allocated to the Members Series II Shareholders with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Series II Profits and Series II Losses among Members Series II Shareholders so that, to the extent possible, the net amount of such allocations of Series II Profits and Series II Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member Series II Shareholder shall be equal to the net amount that would have been allocated to such Member Series II Shareholder if the Regulatory Allocations had not occurred.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Members in the manner excess nonrecourse liabilities of the Company are allocated pursuant to Section 5.5(c). The amount of Nonrecourse Deductions for a Fiscal Year shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year over the aggregate amount of any distributions during that Fiscal Year of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bears the economic risk of loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the Members, pro rata ratio in proportion which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision of this Agreement to the value of their respective interests in the Companycontrary, as determined by the Board of Directors. If if there is a net decrease in Company Minimum Gain during any taxable yearFiscal Year (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 5.2(c), each Member shall be specially allocated items of taxable Company income or and gain for such taxable year (and, if necessary, subsequent taxable years) Fiscal Year in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, Gain during such year (as determined in accordance with pursuant to Treasury Regulation Regulations Section 1.704-2(g) (subject to the exceptions thereunder2(g)(2). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph section is intended to comply with the constitute a minimum gain chargeback requirements in under Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (bd) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Notwithstanding any other provision of this Agreement except Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(45.2(c), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable yearFiscal Year (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 5.2(d)), each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable Company income or and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated as determined pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2)). This paragraph section is intended to comply with the constitute a partner nonrecourse debt minimum gain chargeback requirements in under Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (ce) If Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event any Member unexpectedly receives any adjustmentsadjustment, allocations allocation or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4paragraph (4), (5) or (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of taxable income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year) shall be specially allocated to such Member in an amount and manner sufficient to eliminate the any Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions Deficit of that Member as quickly as possible; provided that an allocation pursuant to this Section 5.2(e) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.2(e) were not in this Agreement. This paragraph Section 5.2(e) is intended to comply with the constitute a qualified income offset requirements in under Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (df) No If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income, gain and Simulated Gain in the amount of such excess as quickly as possible, provided that an allocation of Loss pursuant to this Section 5.2(f) shall be made pursuant to Section 9.2 only if and to the extent that it causes or increases such Member would have a deficit balance in any Member’s Adjusted its Capital Account. Account in excess of such sum after all other allocations provided for in this Article V have been made as if Section 5.2(e) and this Section 5.2(f) were not in this Agreement. (g) To the extent any allocation of Loss would cause an adjustment to the Adjusted Capital Account balance adjusted tax basis of any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members to have a deficit balance, asset) or loss (if the adjustment decreases such Loss basis) and such item of gain or loss shall be allocated to the Members in accordance with positive balances in their Adjusted Capital Accounts in proportion with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such relative positive Adjusted Capital Account balancessection applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (eh) Simulated Depletion for each Depletable Property, and Simulated Loss upon the Disposition of a Depletable Property, shall be allocated among the Members in proportion to their shares of the Simulated Basis in such property. (i) The allocations set forth in paragraphs (a), (b), (cSections 5.2(a) and (dthrough 5.2(h) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704Sections 1.704-1(b) and 1.704-2. Notwithstanding any other provisions provision of this Section 9.3 Article V (other than the Regulatory Allocations), the Regulatory Allocations (and anticipated future Regulatory Allocations) shall be taken into account in allocating Profits other items of income, gain, loss and Losses deduction among the Members so that, to the extent possible, the net amount of such allocations allocation of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall should be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. This Section 5.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Regulatory Allocations and shall be interpreted in a manner consistent therewith.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions shall be allocated Losses attributable to the Members, pro rata in proportion to the value of their respective interests in the Company, partner nonrecourse debt (as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable year, each Member shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements defined in Treasury Regulation Section 1.704-2(f2(b)(4)) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except If there is a net decrease during a Taxable Year in partner nonrecourse debt minimum gain (as otherwise provided defined in Treasury Regulation Section 1.704-2(i)(3)), Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Members in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(i)(4). (b) Nonrecourse deductions (as determined according to Treasury Regulation Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata among the Members in accordance with their Percentage Interests. Except as otherwise provided in Section 5.03(a), if there is a net decrease in Member Nonrecourse Debt the Minimum Gain during any taxable yearTaxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain Profits for such taxable year Taxable Year (and, if necessary, for subsequent taxable yearsTaxable Years) in an amount equal the amounts and of such character as determined according to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(42(f). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(f), and shall be interpreted consistently in a manner consistent therewith. (c) If any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions Distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or and (6)) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, items computed after the application of taxable income Sections 5.03(a) and gain 5.03(b) but before the application of any other provision of this Article V, then Profits for such Taxable Year shall be specially allocated to such Member in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possibleDeficit. This paragraph Section 5.03(c) is intended to comply with the be a qualified income offset requirements provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) No If the allocation of Loss shall be made pursuant Net Losses to a Member as provided in Section 9.2 to the extent that it causes 5.02 would create or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the increase an Adjusted Capital Account balance Deficit, there shall be allocated to such Member only that amount of any Losses as will not create or increase an Adjusted Capital Account Deficit. The Net Losses that would, absent the application of the Members preceding sentence, otherwise be allocated to have a deficit balance, such Loss Member shall be allocated to the other Members in accordance with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balancesPercentage Interests, subject to this Section 5.03(d). (e) Profits and Losses described in Section 5.01(b)(v) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(j), (k) and (m). (f) The allocations set forth in paragraphs (a), (b), (cSection 5.03(a) through and (dincluding Section 5.03(d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Section 9.3 (other than Article V, but subject to the Regulatory Allocations), income, gain, deduction and loss shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Members to be taken into account in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating Profits other Profit and Losses Loss (and such other items of income, gain, deduction and loss) among the Members so that, to the extent possible, that the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations thatand such special allocations to each such Member is zero. In addition, although not yet madeif in any Fiscal Year or Fiscal Period there is a decrease in partnership minimum gain, are expected to be made or in partner nonrecourse debt minimum gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the future) economic arrangement among the Members, the Members may, if they do not expect that the Company will have sufficient other income to each Member correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be equal to the net amount that would have been allocated to applied in such Member instance as if the Regulatory Allocations had it did not occurredcontain such minimum gain chargeback requirement.

Special Allocations. Notwithstanding The following allocations shall be made in the provisions of Section 9.2following order: (ai) Nonrecourse Deductions shall be allocated to the Members, Members pro rata in proportion accordance with the Members’ Percentage Interests to the value of their respective interests in the Company, extent allocable and thereafter as determined by the Board Board, to the extent permitted by the Treasury Regulations. (ii) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of DirectorsLoss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 6.2(b)(ii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (iii) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Company Minimum Gain for an Allocation Period (or if there was a net decrease in Minimum Gain for a prior Allocation Period and the Company did not have sufficient amounts of income and gain during any taxable yearprior periods to allocate among the Members under this Section 6.2(b)(iii)), items of income and gain shall be allocated to each Member shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of the net decrease in Company such Minimum Gain, Gain (as determined in accordance with pursuant to Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder2(g)(2). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph Section 6.2(b)(iii) is intended to comply with the constitute a minimum gain chargeback requirements in under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (biv) Member Nonrecourse Deductions shall be allocated in Notwithstanding any provision hereof to the manner required by Treasury Regulation contrary except for Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(46.2(b)(iv) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has for an Allocation Period (or if there was a share of such net decrease in Member Nonrecourse Debt Minimum Gain for a prior Allocation Period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 6.2(b)(iv)), items of income and gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) to each Member in an amount equal to that such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated as determined pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections Section 1.704-2(i)(4) and 1.704-2(j)(2)). This paragraph Section 6.2(b)(iv) is intended to comply with the constitute a partner nonrecourse debt minimum gain chargeback requirements in under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (cv) If Notwithstanding any provision hereof to the contrary except for Sections 6.2(b)(i) and Section 6.2(b)(ii), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such allocation would cause such Member to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account) at the end of such Allocation Period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section 6.2(b)(v) shall be allocated to the Members who do not have a deficit balance in their Adjusted Capital Accounts in proportion to their relative positive Adjusted Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have a deficit in its Adjusted Capital Account. (vi) Notwithstanding any provision hereof to the contrary except for Sections 6.2(b)(iii) and 6.2(b)(iv), a Member who unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or (6), ) shall be allocated items of taxable income and gain shall be specially allocated to such Member (consisting of a pro rata portion of each item of income, including gross income, and gain for the Allocation Period) in an amount and manner sufficient to eliminate the any deficit balance in such Member’s Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible; provided, however, that an allocation pursuant to this Section 6.2(b)(vi) shall be made only if and to the extent that such Member would have a deficit Adjusted Capital Account balance after all other allocations provided for in this Article VI have been tentatively made as if this Section 6.2(b)(vi) were not in this Agreement. This paragraph Section 6.2(b)(vi) is intended to comply with the constitute a qualified income offset requirements in under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (dvii) No In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided, however, that an allocation of Loss pursuant to this Section 6.2(b)(vii) shall be made pursuant to Section 9.2 only if and to the extent that it causes or increases such Member would have a deficit balance in any Member’s Adjusted its Capital Account. Account after all other allocations provided for in this Article VI have been tentatively made as if Section 6.2(b)(vi) and this Section 6.2(b)(vii) were not in this Agreement. (viii) To the extent any allocation of Loss would cause an adjustment to the Adjusted Capital Account balance adjusted tax basis of any Company properties pursuant to Code Section 734(b) (including any such adjustments pursuant to Treasury Regulation Section 1.734-2(b)(1)) is required pursuant to Treasury Regulation Section 1.704-1(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 any Member in complete liquidation of such Member’s Membership Interests, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members to have a deficit balance, asset) or loss (if the adjustment decreases such Loss basis) and such gain or loss shall be allocated to the Members in accordance with positive balances in their Adjusted Capital Accounts in proportion with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such relative positive Adjusted Capital Account balancesTreasury Regulation Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (eix) The allocations set forth If any holder of a Compensatory Membership Interest forfeits all or a portion of such Membership Interest, such holder will be allocated items of loss and deduction in paragraphs (a), (b), (c) the Allocation Period of such forfeiture in the manner and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possiblerequired by proposed Treasury Regulation Section 1.704-1(b)(4)(xii) (as such proposed Treasury Regulation may be amended or modified, including upon the net amount issuance of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurredtemporary or final Treasury Regulations).

Special Allocations. Notwithstanding the provisions of Section 9.29.3: (a) Nonrecourse Deductions shall be allocated to the Members, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable year, each Member shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Regulations Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such each Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Regulations Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account deficit Deficit (determined according to Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirements in Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) No allocation of Loss shall be made pursuant to Section 9.2 9.3 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. (f) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations. Each Member hereby agrees to provide the Company with all information necessary to give effect to an election made under Section 754 of the Code if the Board of Directors determines to make such an election; provided, that the cost associated with such an election shall be borne by the Company as a whole. With respect to such election: (i) Any change in the amount of the depreciation deducted by the Company and any change in the gain or loss of the Company, for federal income tax purposes, resulting from an adjustment pursuant to Section 743(b) of the Code shall be allocated entirely to the transferee of the Shares so transferred. Neither the Capital Contribution obligations of, nor the Membership Interest of, nor the amount of any cash distributions to, the Members shall be affected as a result of such election, and except as provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m), the making of such election shall have no effect except for federal and (if applicable) state and local income tax purposes. (ii) Solely for federal and, if applicable, state and local income tax purposes and not for the purpose of maintaining the Members’ Capital Accounts (except as provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m)), the Company shall keep a written record for those assets, the bases of which are adjusted as a result of such election, and the amount at which such assets are carried on such record shall be debited (in the case of an increase in basis) or credited (in the case of a decrease in basis) by the amount of such basis adjustment. Any change in the amount of the depreciation deducted by the Company and any change in the gain or loss of the Company, for federal and (if applicable) state and local income tax purposes, attributable to the basis adjustment made as a result of such election shall be debited or credited, as the case may be, on such record. (g) Notwithstanding any other provisions of this Section 9.3 9.4 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such each Member if the Regulatory Allocations had not occurred.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Loss attributable to Member Nonrecourse Deductions Debt shall be allocated in the manner required by Regulations Section 1.704-2(i). If there is a net decrease during a taxable year in Member Minimum Gain, Income for such taxable year (and, if necessary, for subsequent taxable years) shall be allocated to the Members, pro rata in proportion to the value of their respective interests Unitholders in the Companyamounts and of such character as is determined according to Regulations Section 1.704-2(i)(4). This Section 5.2(a) is intended to be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(i)(4), and shall be interpreted in a manner consistent therewith. (b) Except as determined by the Board of Directors. If otherwise provided in Section 5.2(a), if there is a net decrease in Company Minimum Gain during any taxable year, each Member Unitholder shall be specially allocated items of taxable income or gain Income for such taxable year (and, if necessary, for subsequent taxable years) in an amount equal the amounts and of such character as is determined according to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Regulations Section 1.704-2(f). This Section 5.2(b) is intended to be a “minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(f), and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the a manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently consistent therewith. (c) If any Member Unitholder that unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treasury Regulation Regulations Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or (6)) has an Adjusted Capital Account Deficit as of the end of any taxable year, items computed after the application of Section 5.2(a) and Section 5.2(b) but before the application of any other provision of Section 5.1, Section 5.2 and Section 5.3, then Income for such taxable income and gain year shall be specially allocated to such Member Unitholder in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possibleDeficit. This paragraph Section 5.2(c) is intended to comply with the be a “qualified income offset requirements offset” provision as described in Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) No allocation of Loss “Nonrecourse deductions” (as defined in Treasury Regulations §§ 1.704-2(b)(l) and (c)) shall be made pursuant to Section 9.2 to allocated among the extent that it causes Unitholders pro rata in accordance with the number of Units owned by each of them. (e) No Loss or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Net Loss shall be allocated to a Unitholder to the Members with positive balances in their Adjusted Capital Accounts in proportion with extent such relative positive allocation would cause or increase an Adjusted Capital Account balancesDeficit for such Unitholder. Instead, such Loss or Net Loss shall be allocated among the other Unitholders in the same ratios that such other Unitholders are allocated Net Loss for such year under Section 5.1. (ef) Income and Loss described in clause (d) of the definition of Gross Asset Value shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Regulations Section 1.704-1(b)(2)(iv)(m). (g) The allocations set forth in paragraphs (a), (b), (cSection 5.2(a) and (dthrough Section 5.2(f) above inclusive (the “Regulatory Allocations”) are intended to comply with certain requirements of Section 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Unitholders intend to allocate Income and Loss of the Company or to make Distributions. Accordingly, notwithstanding the other provisions of this Section 9.3 (other than 5.1, Section 5.2 and Section 5.3, but subject to the Regulatory Allocations), items of Income and Loss of the Company shall be allocated among the Unitholders so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Account balances of the Unitholders to be in the amounts (or as close thereto as possible) they would have been if Income and Loss had been allocated without reference to the Regulatory Allocations. In general, the Unitholders anticipate that this shall be taken into account in accomplished by specially allocating Profits other Income and Losses Loss among Members the Unitholders so that, to the extent possible, that the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) and such special allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurredUnitholder is zero.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Losses, deduction and expenditures attributable to Member Nonrecourse Deductions Debt shall be allocated in the manner required by Regulations section 1.704-2(i). If there is a net decrease during a taxable year in Member Minimum Gain, income and gain for such taxable year (and, if necessary, for subsequent taxable years) shall be allocated to the Members, pro rata in proportion to the value of their respective interests Members in the Companyamounts and of such character as is determined according to Regulations section 1.704-2(i)(4). This Section 4.2(a) is intended to be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the requirements of Regulations section 1.704-2(i)(4), and shall be interpreted in a manner consistent therewith. (b) Except as determined by the Board of Directors. If otherwise provided in Section 4.2(a), if there is a net decrease in Company Minimum Gain during any taxable year, each Member shall be specially allocated items of taxable income or and gain for such taxable year (and, if necessary, for subsequent taxable years) in an amount equal the amounts and of such character as is determined according to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section Regulations section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(62(f). This paragraph Section 4.2(b) is intended to comply be a “minimum gain chargeback” provision that complies with the minimum gain chargeback requirements in Treasury Regulation Section of Regulations section 1.704-2(f) ), and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the a manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently consistent therewith. (c) If any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treasury Regulation Section Regulations section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or (6)) has a deficit balance in its Adjusted Capital Account as of the end of any taxable year, items computed after the application of Section 4.2(a) and Section 4.2(b) but before the application of any other provision of Section 4.1, Section 4.2 and Section 4.3, then income for such taxable income and gain years shall be specially allocated to such Member in an amount proportion to, and manner sufficient to eliminate the Adjusted Capital Account extent of, such deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possiblebalance. This paragraph Section 4.2(c) is intended to comply with the be a “qualified income offset requirements offset” provision as described in Treasury Regulation Section Regulations section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) No allocation of Loss shall be made pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

Special Allocations. Notwithstanding the any other provisions of this Section 9.25.7, the following special allocations shall be made for each taxable period in the following order of priority: (ai) Nonrecourse Deductions shall be allocated to the Members, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable yearperiod, each Member shall be specially allocated items of taxable Company income or and gain for such taxable year period (and, if necessary, subsequent taxable yearsperiods) in an amount equal to such Member’s share of the net decrease manner and amounts provided in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 5.7(b)(i), each Member’s Capital Account shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 5.7(b) with respect to that taxable period. This paragraph Section 5.7(b)(i) is intended to comply with the partnership minimum gain chargeback requirements requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (bii) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if If there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any taxable yearperiod, each any Member that has with a share of such Member Nonrecourse Debt Minimum Gain attributable to that Member Nonrecourse Debt at the beginning of that taxable period shall be specially allocated items of taxable Company income or and gain for such taxable year that period (and, if necessary, subsequent taxable yearsperiods) in an amount equal to that Member’s share of the net decrease manner and amounts provided in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections Section 1.704-2(i)(4) and 1.704-2(j)(2(j)(2)(ii). For purposes of this Section 5.7(b)(ii), each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 5.7(b), other than Section 5.7(b)(i), with respect to that taxable period. This paragraph Section 5.7(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirements requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (ciii) If In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or (6), items of taxable Company income and gain shall be specially allocated to such that Member in an amount and manner sufficient to eliminate eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in that Member’s Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such those adjustments, allocations or distributions as quickly as possible. This paragraph is intended ; provided, however, an allocation pursuant to comply with the qualified income offset requirements in Treasury Regulation this Section 1.704-1(b)(2)(ii)(d5.7(b)(iii) and shall be interpreted consistently therewith. (d) No allocation of Loss shall be made pursuant to Section 9.2 only if and to the extent that it causes or increases the Member would have such a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the its Adjusted Capital Account after all other allocations provided for in this Section 5.7(b) have been tentatively made as if this Section 5.7(b)(iii) were not in this Agreement. (iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, that Member shall be specially allocated items of Company gross income and gain in the Members amount of such excess as quickly as possible; provided, however, an allocation pursuant to this Section 5.7(b)(iv) shall be made only if and to the extent that any such Member would have a deficit balance, such Loss balance in its Adjusted Capital Account after all other allocations provided in this Section 5.7 have been tentatively made as if Section 5.7(b)(iii) and this Section 5.7(b)(iv) were not in this Agreement. (v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (evi) The allocations set forth Member Nonrecourse Deductions for any taxable period shall be allocated one hundred percent (100%) to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in paragraphs accordance with Treasury Regulation Section 1.704-2(i). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among those Members in accordance with the ratios in which they share that Economic Risk of Loss. (avii) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, determining Capital Accounts as the result of a distribution to a Member in complete liquidation of that Member’s interest in the extent possibleCompany, the net amount of such allocations adjustment to the Capital Accounts shall be treated as an item of Profits gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and Losses and other items that item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such provisions. (viii) In the event Units are issued to a Person and the Regulatory Allocations (including Regulatory Allocations thatissuance of such Units results in items of income or deduction to the Company, although not yet made, are expected to be made in the future) to each Member such items of income or deduction shall be equal allocated to the net amount that would have been allocated Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Member if the Regulatory Allocations had not occurredUnits.

Special Allocations. Notwithstanding The following special allocations shall be made in the provisions of Section 9.2following order: (a) Nonrecourse Deductions shall be allocated to the Members, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable yeara Company fiscal year so that an allocation is required by Treasury Regulations Section 1.704-2(f), then each Member shall be specially allocated items of taxable income or and gain for such taxable year (and, if necessary, subsequent taxable fiscal years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, Gain as determined in accordance with by Treasury Regulation Regulations Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated Such allocations shall be determined made in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with a manner and at a time which will satisfy the minimum gain chargeback requirements in of Treasury Regulation Regulations Section 1.704-2(f) and this Section shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if If there is a net decrease in the Member Nonrecourse Debt Minimum Gain during any taxable Company fiscal year, each any Member that who has a share of such Member Nonrecourse Debt Minimum Gain (as determined in the same manner as partner nonrecourse debt minimum gain under Treasury Regulations Section 1.704-2(i)(5)) shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable fiscal years) in an amount equal to that such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain (subject in the manner and to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with extent required by Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Regulations Section 1.704-2(i)(4) and ). This Section shall be interpreted consistently therewithin a manner consistent with such Treasury Regulations. (c) If any a Member unexpectedly receives any adjustmentsan adjustment, allocations allocation, or distributions distribution described in Treasury Regulation Section Regulations Sections 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or (6), any of which causes or increases an Adjusted Capital Account Deficit in such Member’s Capital Account, then such Member will be specially allocated items of taxable income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate such deficit balance created or increased by such adjustment, allocation, or distribution as quickly as possible; provided, however, an allocation pursuant to this Section 9.2(c) will be made if and only to the extent that such Member would have an Adjusted Capital Account deficit Deficit after all other allocations provided for in this Article 9 have been tentatively made as if this Section 9.2(c) were not in the Agreement. (determined according d) Deductions attributable to any Company Nonrecourse Liability, as defined in accordance with Section 1.704-2(b)(3) of the Treasury Regulations shall be allocated among the Members in proportion to their respective Percentage Interests. (e) Deductions attributable to any Member Nonrecourse Debt shall be allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). (f) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if such gain or loss increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations. (g) If any Member makes a loan to the Company, or the Company makes a loan to any Member, and interest in excess of the amount actually payable is imputed under Code Sections 7872, 483, or 1271 through 1288 or corresponding provisions of subsequent Federal income tax law, then any item of income or expense attributable to any such imputed interest shall be allocated solely to the Member who made or received the loan and shall be credited or charged to its Capital Account, as appropriate. (h) In the event that a guaranteed payment to a Member is ultimately recharacterized (as the result of an audit of the Company’s return or otherwise) as a distribution for federal income tax purposes, and if such recharacterization has the effect of disallowing a deduction or reducing the adjusted basis of any asset of the Company or a Member, then an amount of Company gross income equal to such disallowance or reduction shall be allocated to the recipient of such payment. In the event that a distribution to a Member is ultimately recharacterized (as a result of an audit of the Company’s return or otherwise) as a guaranteed payment for federal income tax purposes, and if any such recharacterization gives rise to a deduction, such deduction shall be allocated to the recipient of the distribution. (i) For purposes of calculating a Member’s share of “excess nonrecourse liabilities” of the Company (within the meaning of Treasury Regulation Section 1.752-3(a)(3)), the Class A Members intend that they be considered as sharing profits of the Company in proportion to their respective Percentage Interests. (j) In the event an interest in the Company is acquired through the exercise of a noncompensatory option (within the meaning of Proposed Treasury Regulation Section 1.721-1(d)), the Company shall comply with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv)(s). In the event that capital is reallocated among the Members pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(d1(b)(2)(iv)(s)(3)) created by such adjustments, the Manager shall cause to be made corrective allocations or distributions as quickly as possible. This paragraph is intended to comply with within the qualified income offset requirements in meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith1(b)(4)(x), so as to take into account such capital reallocation. (d) No allocation of Loss shall be made pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (ek) The allocations set forth in paragraphs this Section 9.2 (a), (b), (c) and (d) above (collectively the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 7041.704-1 and Section 1.704-2. Notwithstanding any other provisions of this Section 9.3 Article 9 (other than the Regulatory Allocations), the Members shall, with the advice and assistance of the Company’s tax accountants, take the Regulatory Allocations shall be taken into account in allocating Profits other Profits, Losses, and Losses items of income, gain, loss, deduction and Code Section 705(a)(2)(B) expenditures among the Members so that, to the extent possible, the net amount of such allocations of Profits and Losses other Profits, Losses, and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Notwithstanding any other provision of this Section 7, Net Losses, deductions and other expenses attributable to a Partner Nonrecourse Deductions Debt shall be allocated to the MembersPartner that bears the economic risk of loss for such debt. If more than one Partner bears the economic risk of loss for a Partner Nonrecourse Debt, pro rata any Partner Nonrecourse Deduction attributable to such debt shall be allocated among such Partners in proportion to accordance with the value ratios in which the Partners share the economic risk of their respective interests in the Company, as determined by the Board of Directorsloss for such Partner Nonrecourse Debt. If there is a net decrease in Company during an Allocation Period of Minimum Gain during any taxable yearattributable to a Partner Nonrecourse Debt, each Member shall be specially allocated items of taxable then Partnership income or and gain for such taxable year Allocation Period (and, if necessary, for subsequent taxable yearsAllocation Periods) shall be allocated in an amount equal to such Member’s share accordance with the Regulations under Code Section 704(b). (b) Notwithstanding any other provision of the this Section 7, if there is a net decrease in Company Minimum GainGain during any Allocation Period, each Partner shall be allocated income and gain for such Allocation Period (and, if necessary, for subsequent Allocation Periods) in the amounts and of such character in order to provide for the allocation of such decrease in Minimum Gain as determined in accordance with Treasury Regulation Section 1.704-2(g) (subject according to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations under Code Section 1.704-2(f)(6704(b). This paragraph Section 7.2(b) is intended to comply with the be a minimum gain chargeback provision that complies with the requirements in Treasury Regulation of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the a manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently consistent therewith. (c) If If, despite the limitations set forth in subsections (a) and (b) above, any Member unexpectedly receives Partner has an Adjusted Capital Account Deficit as of the end of any adjustmentsAllocation Period, allocations or distributions described computed after the application of subsections (a) and (b) above but before the application of any other provisions of this Section 7, and determined as set forth in Treasury Regulation Regulations Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(d)(4)-(6), (5) or (6), items of taxable then income and gain gains for such Allocation Period shall be specially allocated to all such Member Partners in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possibleDeficits. This paragraph Section 7.2(c) is intended to comply with the be a qualified income offset provision that complies with the requirements in Treasury Regulation of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) No allocation of Loss shall be made Any special allocations pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (e) The allocations set forth in paragraphs (aSections 7.2(a), (b), (c7.2(b) and (dor 7.2(c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits computing subsequent allocations pursuant to this Section 7, so that the net amount of any items so allocated and Losses among Members so thatall other items allocated pursuant to this Section 7 shall, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to each such Member Partner pursuant to this Section 7 if the Regulatory Allocations such special allocations had not occurredbeen made. (e) In no event shall any Net Losses be allocated to a Partner, to the extent that it would result in such Partner having an Adjusted Capital Account Deficit at the end of any Allocation Period, if any other Partner has a positive adjusted Capital Account balance. Instead, such Net Losses shall be reallocated to the Partners, pro rata, in accordance with their positive adjusted Capital Account balances. The foregoing reallocation of Losses to a Partner with a positive Capital Account balance shall remain in effect only until no Partner has a positive adjusted Capital Account balance. With respect to each Allocation Period thereafter, 100% of Net Income shall be allocated to such other Partners up to the aggregate of, and in proportion to, any Net Losses previously allocated to such Partners in accordance with this Section 7.2(e) in the reverse order in which such Net Losses were allocated. (f) If, in spite of the General Partner’s good faith efforts to the contrary, prior allocations of Net Income do not correspond to subsequent distributions made under Section 6.1 (due, for example, to a delay in the time at which such distributions are made), then the General Partner shall allocate Net Income or Net Losses (or items of income, gain, loss or deduction) recognized in subsequent years among the Limited Partners in such manner as shall, in the General Partner’s reasonable discretion, eliminate as rapidly as possible the disparity between the prior allocations of Net Income and the subsequent distributions. (g) Notwithstanding anything to the contrary in this Agreement, the Partners agree that Starwood shall receive all Distributions (other than Excluded Rental Pool Cash) in connection with Rental Pool Assets. Accordingly, all Net Income, Net Loss (including Depreciation), and corresponding items of income, gain, loss or deduction for federal income tax purposes, incurred by the Partnership solely as a result of the purchase, ownership, enforcement, leasing, financing, sale, assignment, transfer or in kind distribution of Rental Pool Assets, shall be allocable solely to Starwood; provided, however, that such Net Income and corresponding items of income and gain shall not include Net Income and corresponding items of income and gain incurred with respect to Excluded Rental Pool Cash.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members, pro rata in proportion to Members bearing the value economic risk of their respective interests in the Company, loss for such Member Nonrecourse Debt as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable year, each Member shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with under Treasury Regulation Section 1.704-2(g) (subject 2(b)(4). If more than one Member bears the economic risk of loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the exceptions thereunder). The items to be so allocated shall be determined ratio in accordance with Treasury Regulation Section 1.704-2(f)(6)which they bear the economic risk of loss. This paragraph Section 5.03(a) is intended to comply with the minimum gain chargeback requirements in provisions of Treasury Regulation Section 1.704-2(f2(i) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata among the Members in the manner required by Treasury Regulation Section 1.704-2(i)accordance with their Common Unit Percentage Interests. Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if If there is a net decrease in Member Nonrecourse Debt the Minimum Gain during any taxable yearTaxable Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated individual items of taxable income or and gain for such taxable year Taxable Year (and, if necessary, for subsequent taxable yearsTaxable Years) in an amount equal the amounts and of such character as determined according to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(22(f). This paragraph Section 5.03(b) is intended to comply with the be a minimum gain chargeback provision that complies with the requirements in of Treasury Regulation Regulations Section 1.704-2(i)(4) 2(f), and shall be interpreted consistently in a manner consistent therewith. (c) If any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions Distribution described in Treasury Regulation Section Regulations Sections 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or and (6)) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, after all other allocations pursuant to Sections 5.02 and 5.03, have been tentatively made as if this Section 5.03(c) were not in this Agreement, items of taxable income and gain for such Taxable Year shall be specially allocated to such Member in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possibleDeficit. This paragraph Section 5.03(c) is intended to comply with the be a qualified income offset requirements provision as described in Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) No If the allocation of Loss shall be made pursuant Net Losses (or individual items of loss or deduction) to a Member as provided in Section 9.2 to the extent that it causes 5.02 would create or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the increase an Adjusted Capital Account balance Deficit, there shall be allocated to such Member only that amount of any Net Loss (or individual items of loss or deduction) as will not create or increase an Adjusted Capital Account Deficit. The Net Losses (or individual items of loss or deduction) that would, absent the application of the Members preceding sentence, otherwise be allocated to have a deficit balance, such Loss Member shall be allocated to the other Members in accordance with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balancesCommon Unit Percentage Interests, subject to this Section 5.03(d). (e) In the event that any Member has an Adjusted Capital Account Deficit at the end of any applicable Allocation Period, such Member shall be allocated items of Company gross income, and gain in the amount of such deficit as quickly as possible; provided, however, that an allocation pursuant to this Section 5.03(e) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in Sections 5.02 and 5.03 have been tentatively made as if Section 5.03(c) and this Section 5.03(e) were not in this Agreement. (f) (i) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Sections 734(b) or 743(b) of the Code is required pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of such asset) or loss (if the adjustment decreases the basis of such asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Income and Net Loss; and (ii) to the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Sections 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Section 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 such Member’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to such Members in accordance with their interests in the Company in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (g) Notwithstanding anything to the contrary contained in this Agreement, (i) no allocations of Net Profits or Net Losses shall be made in respect of any Unvested Earn Out Units in determining Capital Accounts unless and until such Unvested Earn Out Units are converted into Common Units upon the occurrence of a Vesting Event; (ii) in the event the Book Value of any Company asset is adjusted pursuant to the definition of Book Value upon the conversion of any Unvested Earn Out Units into Common Units, any Unrealized Gain or Unrealized Loss resulting from such adjustment shall, in the manner reasonably determined by the Manager and consistent with the definition of Book Value, be allocated first to the Common Units into which previously Unvested Earn Out Units that Vested were converted, then among the Members such that the Per Unit Capital Amount relating to each Common Unit (including the Common Units into which previously Unvested Earn Out Units that Vested were converted), after taking into account the Distribution Catch-Up Payment, is equal in amount immediately after making such allocation in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(s); provided, that if the foregoing allocations pursuant to clause (ii) are insufficient to cause the Per Unit Capital Amount relating to each Common Unit to be so equal in amount, then the Manager, in its reasonable discretion, may cause a Capital Account reallocation in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3) to cause the Per Unit Capital Amount relating to each Common Unit to be so equal in amount. (h) Notwithstanding any other provision of Section 5.02 and this Section 5.03 (other than the Regulatory Allocations), prior to all other allocations: (i) Items of Company gross income and gain shall be allocated to the Series A Preferred Units until the aggregate amount of gross income and gain allocated to such Series A Preferred Units pursuant hereto for the applicable current Allocation Period and all previous Allocation Periods is equal to the cumulative amount of the sum of (without duplication): (A) all Cash Distributions and Unit Distributions (whose Fair Market Value shall be determined by using the VWAP of the Class A Common Stock on the date the corresponding dividend of Class A Common Stock was declared by the Corporation) made with respect to such Series A Preferred Unit pursuant to Section 4.01(a)(i), and (B) the sum of the Accrued Distributions on all of the outstanding Series A Preferred Units, in each case as of the end of such current Allocation Period. (ii) if (A) the date on which a Liquidating Event occurs there is at least one outstanding Series A Preferred Unit and (B) after having made all other allocations provided for in this Section 5.03 for the Allocation Period in which the Liquidating Event occurs, the Per Unit Capital Amount of each Series A Preferred Unit would not equal or exceed the Series A Liquidation Value, then items of income, gain, loss and deduction for such Allocation Period shall instead be allocated among the Members in a manner determined appropriate by the Manager so as to cause, to the maximum extent possible, the Per Unit Capital Amount in respect of each Series A Preferred Unit to equal the Series A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). In the event that (x) the date on which a Liquidating Event occurs is on or before the date (not including any extension of time) prescribed by law for the filing of the Company’s federal income tax return for the Allocation Period immediately prior to the Allocation Period in which the Liquidating Event occurs and (y) the reallocation of items for the Allocation Period in which the Liquidating Event occurs as set forth above in this Section 5.03(h)(ii) fails to achieve the Per Unit Capital Amounts described above, then items of income, gain, loss and deduction for such Allocation Period shall be allocated among all Members in a manner that will, to the maximum extent possible and after taking into account all other allocations made pursuant to this Section 5.03(h)(ii), cause the Per Unit Capital Amount in respect of each Series A Preferred Unit to equal the Series A Liquidation Value. (i) The allocations set forth in paragraphs (a), (b), (cSection 5.03(a) through and (dincluding Section 5.03(e) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Net Profit and Net Loss of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Section 9.3 (other than Article V, but subject to the Regulatory Allocations), income, gain, deduction and loss with respect to the Company shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Members to be taken into account in the amounts (or as close thereto as possible) they would have been if Net Profit and Net Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating Profits other Net Profit and Losses Net Loss (and such other items of income, gain, deduction and loss) among the Members so that, to the extent possible, that the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations thatand such special allocations to each such Member is zero. In addition, although not yet madeif in any Allocation Period there is a decrease in partnership minimum gain, are expected to be made or in partner nonrecourse debt minimum gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the future) economic arrangement among the Members, the Manager may, if it does not expect that the Company will have sufficient other income to each Member correct such distortion, request the IRS to waive either or both of such minimum gain chargeback requirements pursuant to Treasury Regulations Section 1.704-2(f)(4). If such request is granted, this Agreement shall be equal to the net amount that would have been allocated to applied in such Member instance as if the Regulatory Allocations had it did not occurredcontain such minimum gain chargeback requirement.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions shall be allocated to the MembersNotwithstanding any other provision of Section 4.2 and Section 4.3, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If if there is a net decrease in Company Minimum Gain during any taxable yearTaxable Year, each Member shall be specially allocated items of taxable Company income or and gain for such taxable year Taxable Year (and, if necessary, subsequent taxable yearsTaxable Years) in an amount equal to such Member’s share of the net decrease manner and amounts provided in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section Regulations Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 4.3, each Member’s Adjusted Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to Section 4.2 or Section 4.3 with respect to such Taxable Year. This paragraph Section 4.3(a) is intended to comply with the minimum gain partnership Minimum Gain chargeback requirements requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in Notwithstanding the manner required by Treasury Regulation other provisions of Section 1.704-2(i). Except as otherwise provided in Treasury Regulation 4.2 and Section 1.704-2(i)(44.3 (other than clause (a) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable yearTaxable Year, each any Member that has with a share of such Member Nonrecourse Debt Minimum Gain at the beginning of such Taxable Year shall be specially allocated items of taxable Company income or and gain for such taxable year Taxable Year (and, if necessary, subsequent taxable yearsTaxable Years) in an amount equal to that Member’s share of the net decrease manner and amounts provided in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2(j)(2)(ii). For purposes of this Section 4.3 each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to Section 4.2 or Section 4.3 other than Section 4.3(a) above, with respect to such Taxable Year. This paragraph Section 4.3(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirements requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If Except as provided in Section 4.3(a) and Section 4.3(b) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section Regulations Sections 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or (6), items of taxable Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph possible unless such deficit balance is intended otherwise eliminated pursuant to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d4.3(a) and shall be interpreted consistently therewithSection 4.3(b). (d) No allocation of Net Loss shall be made to a Member if it would cause or increase an Adjusted Capital Account Deficit of such Member. Allocations of Net Loss that would be made to a Member but for this Section 4.3(d) shall instead be made to other Members pursuant to Section 9.2 4.2 to the extent not inconsistent with this Section 4.3(d). (e) In the event any Member has an Adjusted Capital Account Deficit at the end of any Taxable Year, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 4.3(e) shall be made only if and to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss such Member would cause the have an Adjusted Capital Account balance of Deficit after all other allocations provided in this Section 4.3 have been tentatively made as if this Section 4.3(e) were not in this Agreement. (f) Nonrecourse Deductions for any of the Members to have a deficit balance, such Loss Taxable Year shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with ratably among such relative positive Adjusted Capital Account balancesMembers based upon the number of Units held by each Holder. (eg) The allocations set forth Member Nonrecourse Deductions for any Taxable Year shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply accordance with certain requirements of the Treasury Regulations under Section 1.704-2(i). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss. (h) If any Holder of unvested Units forfeits all or a portion of such Units, such Holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such Holder’s Capital Account attributable to such forfeited Units. (i) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 704. Notwithstanding any other provisions of this 734(b) or Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall 743(b) is required pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in allocating Profits and Losses among Members so that, determining Capital Accounts as the result of a distribution to the extent possiblea Member in complete liquidation of its Company Interest, the net amount of such allocations adjustment to the Capital Accounts shall be treated as an item of Profits gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and Losses and other items and such gain or loss shall be specially allocated to the Regulatory Allocations (including Regulatory Allocations thatMembers in accordance with their interests in the Company in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, although not yet made, are expected or to be the Member to whom such distribution was made in the futureevent Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurredapplies.

Special Allocations. Notwithstanding The following allocations shall be made in the provisions of Section 9.2following order: (a) Nonrecourse Deductions shall be allocated to the Members, pro rata in proportion to the value of their respective interests in the Company, Members as determined by the Board Managing Member, to the extent permitted by the Treasury Regulations. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of DirectorsLoss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 6.3(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision of this Agreement to the contrary, if there is a net decrease in Company Minimum Gain for an Allocation Period (or if there was a net decrease in Minimum Gain for a prior Allocation Period and the Company did not have sufficient amounts of income and gain during any taxable yearprior periods to allocate among the Members under this Section 6.3(c)), items of income and gain shall be allocated to each Member shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of the net decrease in Company such Minimum Gain, Gain (as determined in accordance with pursuant to Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder2(g)(2). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph Section 6.3(c) is intended to comply with the constitute a minimum gain chargeback requirements in under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (bd) Member Nonrecourse Deductions shall be allocated in Notwithstanding any provision of this Agreement to the manner required by Treasury Regulation contrary except Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(46.3(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has for an Allocation Period (or if there was a share of such net decrease in Member Nonrecourse Debt Minimum Gain for a prior Allocation Period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 6.3(d)), items of income and gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) to each Member in an amount equal to that such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated as determined pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections Section 1.704-2(i)(4) and 1.704-2(j)(2)). This paragraph Section 6.3(d) is intended to comply with the constitute a partner nonrecourse debt minimum gain chargeback requirements in under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (ce) If Notwithstanding any provision of this Agreement to the contrary except Section 6.3(a) and Section 6.3(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such allocation would cause such Member to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account) at the end of such Allocation Period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section 6.3(e) shall be allocated to the Members who do not have a deficit balance in their Adjusted Capital Accounts in accordance with the provisions of Section 6.2 and the other provisions of this Section 6.3 but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have a deficit in its Adjusted Capital Account. (f) Notwithstanding any provision hereof to the contrary except Section 6.3(c) and Section 6.3(d), a Member who unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or (6), ) shall be allocated items of taxable income and gain shall be specially allocated to such Member (consisting of a pro rata portion of each item of income, including gross income, and gain for the Allocation Period) in an amount and manner sufficient to eliminate the any deficit balance in such Member’s Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible; provided that an allocation pursuant to this Section 6.3(f) shall be made only if and to the extent that such Member would have deficit Adjusted Capital Account balance after all other allocations provided for in this Article 6 have been tentatively made as if this Section 6.3(f) were not in this Agreement. This paragraph Section 6.3(f) is intended to comply with the constitute a qualified income offset requirements in under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (dg) No In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation of Loss pursuant to this Section 6.3(g) shall be made pursuant to Section 9.2 only if and to the extent that it causes or increases such Member would have a deficit balance in any Member’s Adjusted its Capital Account. Account after all other allocations provided for in this Article 6 have been tentatively made as if Section 6.3(f) and this Section 6.3(g) were not in this Agreement. (h) To the extent any allocation of Loss would cause an adjustment to the Adjusted Capital Account balance adjusted tax basis of any Company properties pursuant to Code Section 734(b) (including any such adjustments pursuant to Treasury Regulation Section 1.734-2(b)(1)) is required pursuant to Treasury Regulation Section 1.704-1(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 any Member in complete liquidation of such Member’s Membership Interests, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members to have a deficit balance, asset) or loss (if the adjustment decreases such Loss basis) and such gain or loss shall be allocated to the Members in accordance with positive balances in their Adjusted Capital Accounts in proportion with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such relative positive Adjusted Capital Account balancesTreasury Regulation Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (ei) The allocations set forth in paragraphs If any holder forfeits (a), (b), (cor has repurchased at less than Fair Market Value) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements all or a portion of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations)such holder’s Membership Interests, the Regulatory Allocations Company shall be taken into account make forfeiture allocations to such holder in allocating Profits the manner and Losses among Members so that, to the extent possiblerequired by proposed Treasury Regulation Section 1.704-1(b)(4)(xii) (as such proposed Treasury Regulation may be amended or modified, including upon the net amount issuance of such allocations of Profits and Losses and other items and temporary or final Treasury Regulations). (j) Notwithstanding any provision hereof to the Regulatory Allocations (including Regulatory Allocations thatcontrary, although not yet madefor each Allocation Period, are expected to gross income shall be made in the future) allocated to each Member shall be holder of Series B Units in an amount equal to the net amount that would have been allocated distributions made to such Member if the Regulatory Allocations had not occurredholder pursuant to Section 6.1 during such Allocation Period.

Special Allocations. Notwithstanding The following special allocations shall be made in the provisions of Section 9.2following order: (a) Nonrecourse Deductions shall be allocated to the Members, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable yearTaxable Year, each Member shall be specially allocated items of taxable income or gain Profits for such taxable year Taxable Year (and, if necessary, for subsequent taxable yearsTaxable Years) in an amount equal the amounts and of such character as determined according to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder2(f). The items This Section 4.3(a) is intended to be so allocated shall be determined in accordance a minimum gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(f)(62(f). This paragraph , and shall be interpreted in a manner consistent therewith. (b) If there is intended to comply with the a net decrease during a Taxable Year in partner nonrecourse debt minimum gain chargeback requirements (as defined in Treasury Regulation Section 1.704-2(f2(i)(3)), Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated to the Members in the manner required by Treasury Regulation Section 1.704-2(i). Except amounts and of such character as otherwise provided in determined according to Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or and (6)) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, items of taxable income and gain computed after all other allocations pursuant to this Article IV have been tentatively made as if this Section 4.3(c) were not in the Agreement, then Profits for such Taxable Year shall be specially allocated to such Member in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possibleDeficit. This paragraph Section 4.3(c) is intended to comply with the be a qualified income offset requirements provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) No Nonrecourse deductions (as determined according to Treasury Regulation Section 1.704-2(b)(1)) for any Taxable Year shall be allocated first, to the Unitholders up to an amount equal, and in proportion, to the allocation of Loss shall be made Profits to such Unitholders for such Taxable Year pursuant to Section 9.2 4.2, and, thereafter, to each Unitholder, ratably among Unitholders based upon the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation number of Loss would cause the Adjusted Capital Account balance of any of the Members outstanding Primary Common Units held by each Unitholder immediately prior to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balancesallocation. (e) The allocations set forth Losses attributable to partner nonrecourse debt (as defined in paragraphs Treasury Regulation Section 1.704-2(b)(4)) shall be specially allocated to the Member who bears the economic risk of loss with respect to the partner nonrecourse debt to which such Losses are attributable in accordance with Regulations Section 1.704-2(i)(1). (af) Profits and Losses described in Section 3.2(b)(v) shall be allocated in a manner consistent with the manner in which adjustments to Capital Accounts are required to be made pursuant to Treasury Regulation Sections 1.704-1(b)(2)(iv)(j), (b), (ck) and (dm). (g) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations)If, the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possiblethat, any Member is deemed to recognize any item of income, gain, loss, deduction or credit as a result of any transaction between such Member and the Company pursuant to Code Sections 1272, 1274, 7872, 483, 482 or any similar provision now or hereafter in effect, the net amount Board shall allocate any corresponding Profit or Loss of the Company to the Member who recognized such allocations of Profits and Losses and other items and item if the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected Board determines that such allocation is necessary or desirable in order to be made reflect the Member’s economic interests in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurredCompany.

Special Allocations. Notwithstanding the any other provisions of this Section 9.25.7, the following special allocations shall be made for each taxable period in the following order of priority: (ai) Nonrecourse Deductions shall be allocated to the Members, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable yearperiod, each Member shall be specially allocated items of taxable Company income or and gain for such taxable year period (and, if necessary, subsequent taxable yearsperiods) in an amount equal to such Member’s share of the net decrease manner and amounts provided in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 5.7(b)(i), each Member’s Capital Account shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 5.7(b) with respect to that taxable period. This paragraph Section 5.7(b)(i) is intended to comply with the partnership minimum gain chargeback requirements requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (bii) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if If there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any taxable yearperiod, each any Member that has with a share of such Member Nonrecourse Debt Minimum Gain attributable to that Member Nonrecourse Debt at the beginning of that taxable period shall be specially allocated items of taxable Company income or and gain for such taxable year that period (and, if necessary, subsequent taxable yearsperiods) in an amount equal to that Member’s share of the net decrease manner and amounts provided in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections Section 1.704-2(i)(4) and 1.704-2(j)(2(j)(2)(ii). For purposes of this Section 5.7(b)(ii), each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 5.7(b), other than Section 5.7(b)(i), with respect to that taxable period. This paragraph Section 5.7(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirements requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (ciii) If In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or (6), items of taxable Company income and gain shall be specially allocated to such that Member in an amount and manner sufficient to eliminate eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in that Member’s Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such those adjustments, allocations or distributions as quickly as possible. This paragraph is intended ; provided, however, an allocation pursuant to comply with the qualified income offset requirements in Treasury Regulation this Section 1.704-1(b)(2)(ii)(d5.7(b)(iii) and shall be interpreted consistently therewith. (d) No allocation of Loss shall be made pursuant to Section 9.2 only if and to the extent that it causes or increases the Member would have such a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the its Adjusted Capital Account after all other allocations provided for in this Section 5.7(b) have been tentatively made as if this Section 5.7(b)(iii) were not in this Agreement. (iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, that Member shall be specially allocated items of Company gross income and gain in the Members amount of such excess as quickly as possible; provided, however, an allocation pursuant to this Section 5.7(b)(iv) shall be made only if and to the extent that any such Member would have a deficit balance, such Loss balance in its Adjusted Capital Account after all other allocations provided in this Section 5.7 have been tentatively made as if Section 5.7(b)(iii) and this Section 5.7(b)(iv) were not in this Agreement. (v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (evi) The allocations set forth Member Nonrecourse Deductions for any taxable period shall be allocated one hundred percent (100%) to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in paragraphs accordance with Treasury Regulation Section 1.704-2(i). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among those Members in accordance with the ratios in which they share that Economic Risk of Loss. (avii) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, determining Capital Accounts as the result of a distribution to a Member in complete liquidation of that Member’s interest in the extent possibleCompany, the net amount of such allocations of Profits and Losses and other items and adjustment to the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member Capital Accounts shall be equal treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and that item of gain or loss shall be specially allocated to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.Members in

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Loss attributable to Member Nonrecourse Deductions Debt shall be allocated in the manner required by Regulations Section 1.704-2(i). If there is a net decrease during a taxable year in Member Minimum Gain, Income for such taxable year (and, if necessary, for subsequent taxable years) shall be allocated to the Members, pro rata in proportion to the value of their respective interests Unitholders in the Companyamounts and of such character as is determined according to Regulations Section 1.704-2(i)(4). This Section 5.2(a) is intended to be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(i)(4), and shall be interpreted in a manner consistent therewith. (b) Except as determined by the Board of Directors. If otherwise provided in Section 5.2(a), if there is a net decrease in Company Minimum Gain during any taxable year, each Member Unitholder shall be specially allocated items of taxable income or gain Income for such taxable year (and, if necessary, for subsequent taxable years) in an amount equal the amounts and of such character as is determined according to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Regulations Section 1.704-2(f). This Section 5.2(b) is intended to be a “minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(f), and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the a manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently consistent therewith. (c) If any Member Unitholder that unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treasury Regulation Regulations Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or (6)) has an Adjusted Capital Account Deficit as of the end of any taxable year, items computed after the application of Section 5.2(a) and Section 5.2(b) but before the application of any other provision of Section 5.1, Section 5.2 and Section 5.3, then Income for such taxable income and gain year shall be specially allocated to such Member Unitholder in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possibleDeficit. This paragraph Section 5.2(c) is intended to comply with the be a “qualified income offset requirements offset” provision as described in Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) No allocation of Loss “Nonrecourse deductions” (as defined in Treasury Regulations §§ 1.704-2(b)(l) and (c)) shall be made pursuant to Section 9.2 to allocated among the extent that it causes Unitholders pro rata in accordance with the number of Units owned by each of them. (e) No Loss or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Net Loss shall be allocated to a Unitholder to the Members with positive balances in their Adjusted Capital Accounts in proportion with extent such relative positive allocation would cause or increase an Adjusted Capital Account balancesDeficit for such Unitholder. Instead, such Loss or Net Loss shall be allocated among the other Unitholders in the same ratios that such other Unitholders are allocated Net Loss for such year under Section 5.1. (ef) Income and Loss described in clause (d) of the definition of Gross Asset Value shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Regulations Section 1.704-1(b)(2)(iv)(m). (g) The allocations set forth in paragraphs (a), (b), (cSection 5.2(a) and (dthrough Section 5.2(f) above inclusive (the “Regulatory Allocations”) are intended to comply with certain requirements of Section 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Unitholders intend to allocate Income and Loss of the Company or to make Distributions. Accordingly, notwithstanding the other provisions of this Section 9.3 (other than 5.1, Section 5.2 and Section 5.3, but subject to the Regulatory Allocations), items of Income and Loss of the Company shall be allocated among the Unitholders so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Account balances of the Unitholders to be in the amounts (or as close thereto as possible) they would have been if Income and Loss had been allocated without reference to the Regulatory Allocations. In general, the Unitholders anticipate that this shall be taken into account in accomplished by specially allocating Profits other Income and Losses Loss among Members the Unitholders so that, to the extent possible, that the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations and such special allocations to each such Unitholder is zero. (including Regulatory Allocations thath) In the case of a sale or other disposition of depletable property, although the portion of the amount realized on such sale or other disposition that does not yet made, are expected to be made exceed the Company’s Simulated Basis in the future) to each Member depletable property shall be equal allocated among the Unitholders in the same ratios that the aggregate adjusted tax basis of the property was allocated under the last sentence of Section 5.3(f). The portion of the amount realized on the sale or other disposition of each such depletable property that exceeds the Company’s Simulated Basis in the property shall be allocated among the Unitholders in the same manner that Net Income (i.e., Simulated Gain) is allocated pursuant to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurredSection 5.1.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions shall be allocated Losses attributable to the Members, pro rata in proportion to the value of their respective interests in the Company, partner nonrecourse debt (as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable year, each Member shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements defined in Treasury Regulation Section 1.704-2(f2(b)(4)) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except If there is a net decrease during a Fiscal Year in partner nonrecourse debt minimum gain (as otherwise provided defined in Treasury Regulation Section 1.704-2(i)(3)), Profits for such Fiscal year (and, if necessary, for subsequent Fiscal Years) shall be allocated to the Unitholders in the amounts and of such character as determined according to, and subject to the exceptions contained in, Treasury Regulation Section 1.704-2(i)(4), if . (b) If there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable yearFiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain Unitholder shall be specially allocated items of taxable income or gain Profits for such taxable year Fiscal Year (and, if necessary, for subsequent taxable yearsFiscal Years) in an amount equal to that Member’s share the amounts and of the net decrease in Member Nonrecourse Debt Minimum Gain (such character as determined according to, and subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in contained in, Treasury Regulation Section 1.704-2(i)(42(f). This SECTION 4.3(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(f), and shall be interpreted consistently in a manner consistent therewith. (c) If any Member Unitholder that unexpectedly receives any adjustmentsan adjustment, allocations allocation, or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or and (6)) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, items computed after the application of taxable income SECTIONS 4.3(c) and gain 4.3(d) but before the application of any other provision of this ARTICLE IV, then Profits for such Taxable Year shall be specially allocated to such Member Unitholder in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possibleDeficit. This paragraph SECTION 4.3(c) is intended to comply with the be a qualified income offset requirements provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) No allocation of Loss Profits and Losses shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulation Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance1.704-1(b)(2)(iv)(j), such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances(k), and (m). (e) The allocations set forth in paragraphs (a), (b), (cSECTIONS 4.3(a)-(d) and (d) above (the “Regulatory Allocations”"REGULATORY ALLOCATIONS") are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Unitholders intend to allocate Profit and Loss of the LLC or make LLC distributions. Accordingly, notwithstanding the other provisions of this Section 9.3 (other than ARTICLE IV, but subject to the Regulatory Allocations), income, gain, deduction, and loss shall be reallocated among the Unitholders so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Unitholders to be taken into account in allocating Profits the amounts (or as close thereto as possible) they would have been if Profit and Losses among Members so thatLoss (and such other items of income, gain, deduction, and loss) had been allocated without reference to the extent possibleRegulatory Allocations. In general, the Unitholders anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction, and loss) among the Unitholders so that the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) and such special allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurredUnitholder is zero.

Special Allocations. Notwithstanding The special allocations set forth below shall supersede the provisions allocations of Net Profits and Net Losses under Section 9.2:8.1. (a) Nonrecourse Deductions for any Company taxable year shall be allocated to the Members, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable year, each Member shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined Members in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewiththeir Percentage Interests. (b) Member Nonrecourse Deductions for any Company taxable year shall be allocated between the Members as required in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided 2(i)(1) of the Treasury Regulations in Treasury Regulation Section accordance with the manner in which the Member or Members bear the burden of an economic loss corresponding to the Member Nonrecourse Deductions. (c) In the event that there is a net decrease in Member Minimum Gain during a Company taxable year, the minimum gain chargeback described in Sections 1.704-2(i)(4), if 2(f) and (g) of the Treasury Regulations shall apply. (d) If during a Company taxable year there is a net decrease in Member Nonrecourse Debt Minimum Gain during Gain, any taxable year, each Member that has with a share of such Member that member Nonrecourse Debt Minimum Gain (determined under Section 1.704-2(i)(5) of the Treasury Regulations) as of the beginning of such year shall be specially allocated items of taxable income or and gain for such taxable the year (and, if necessary, subsequent taxable for succeeding years) in an amount equal to that Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined partner nonrecourse debt minimum gain in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith). (ce) If any Any Member who unexpectedly receives any adjustmentsan adjustment, allocations allocation, or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4subparagraphs (4), (5) or (6)) of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations, which adjustment, allocation or distribution creates or increases a deficit balance in that Member's Capital Account, shall be allocated items of taxable "book" income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted deficit balance in that Member's Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) so created by such adjustments, allocations or distributions increased as quickly as possible. This paragraph is intended to comply possible in accordance with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewithits requirements for a "qualified income offset." (df) No allocation of Loss shall If any fee for services or interest on indebtedness payable by the Company is determined to be made pursuant a nondeductible distribution from a partnership to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balancepartner for federal income tax purposes, such Loss there shall be allocated to the Members with positive balances recipient of the fee or interest payment an amount of gross income equal to such distribution. For example, but not by way of limitation: (i) if any Distribution Cash payable to a Member as compensation for its services is treated as a partnership distribution for federal income tax purposes, then the Member shall receive a special allocation of gross income equivalent to such Distribution Cash and such gross income shall be excluded in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (e) The allocations set forth in paragraphs (a), (b), (c) the determination of Net Profits; and (dii) above (if any interest payment on a loan made by a Member to the “Regulatory Allocations”) are intended to comply with certain requirements of Company is treated as a partnership distribution for federal income tax purposes, then the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than Member receiving the Regulatory Allocations), the Regulatory Allocations interest payment shall receive a corresponding gross income allocation and such gross income shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made excluded in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurreddetermination of Net Profits.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions shall be allocated to the Members, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any Company taxable year, then each Member shall be specially allocated items of taxable Company income or and gain for such taxable year (and, if necessary, for subsequent taxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Regulations Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(62(g)(2). This paragraph Section 10.3(a) is intended to comply with the minimum gain chargeback requirements in requirement of Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt Minimum Gain during any Company taxable year, each Member that who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt Minimum Gain Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of taxable Company income or and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject attributable to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be such Member Nonrecourse Debt, determined in accordance with the provisions of Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(22(i)(3). This paragraph Section 10.3(b) is intended to comply with the “partner nonrecourse debt minimum gain chargeback requirements in chargeback” requirement of Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If any Member unexpectedly receives any adjustmentsan adjustment, allocations allocation, or distributions described in distribution of the type contemplated by Treasury Regulation Regulations Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to all such Member Members (in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the their respective Adjusted Capital Account deficit (determined according to Deficits as quickly as possible. It is intended that this Section 10.3(c) qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) No If the allocation of Loss Losses to a Member as provided in Section 10.2 would create or increase an Adjusted Capital Account Deficit, there shall be made pursuant allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with Section 9.2 10.2, subject to the limitations of this Section 10.3(d). (e) To the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To an adjustment to the extent any allocation of Loss would cause the Adjusted Capital Account balance adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or, in the case of a distribution to a Member in complete liquidation of its Interest in the Company, Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to have a deficit balancewhich such distribution was made in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (f) Nonrecourse deductions for any Fiscal Year (not including any Member Nonrecourse Deductions), such Loss within the meaning of Treasury Regulations Section 1.704-2(b)(1), shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion to their respective Percentage Interests (provided, that for this purpose all outstanding Class C Units shall be treated as if they were Vested Class C Units). Any Member Nonrecourse Deductions for any Fiscal Year shall be allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such relative positive Adjusted Capital Account balancesMember Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Members’ interests in Company profits shall be in proportion to their respective Percentage Interests (provided, that for this purpose all outstanding Class C Units shall be treated as if they were Vested Class C Units). (eg) The allocations set forth in paragraphs (a), (b), (cSection 10.3(a) and (dthrough Section 10.3(f) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Section 704(b) of the Code and the Treasury Regulations under Code thereunder. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 70410.3(g). Notwithstanding Accordingly, and notwithstanding any other provisions of this Section 9.3 Article 10 (other than the Regulatory Allocations), the Regulatory Allocations Board shall be taken into account make such offsetting special allocations of Company income, gain, loss or deduction among the Members (in allocating Profits the same year, and, to the extent necessary, subsequent years) in a manner consistent with Treasury Regulations Sections 1.704-1(b) and Losses among Members 1.704-2 and otherwise as the Board deems appropriate so that, following such offsetting allocations, each Member’s Capital Account balance is, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that Capital Account balance such Member would have been allocated to such Member had if the Regulatory Allocations had were not occurredpart of the Agreement and all Company items were allocated pursuant to Section 10.2.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the provisions of Section 9.2following special allocations shall be made for such taxable period in the following order: (ai) Nonrecourse Deductions shall be allocated to the MembersCompany Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If if there is a net decrease in Company Minimum Gain during any Company taxable yearperiod, each Member shall be specially allocated items of taxable Company income or and gain for such taxable year period (and, if necessary, subsequent taxable yearsperiods) in an amount equal to such Member’s share of the net decrease manner and amounts provided in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section Regulations Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(b), each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(b) with respect to such taxable period (other than an allocation pursuant to Section 6.1(b)(v) and Section 6.1(b)(vi)). This paragraph Section 6.1(b)(i) is intended to comply with the minimum gain Company Minimum Gain chargeback requirements requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (bii) Chargeback of Member Nonrecourse Deductions shall be allocated in Debt Minimum Gain. Notwithstanding the manner required by Treasury Regulation other provisions of this Section 1.704-2(i6.1 (other than Section 6.1(b)(i). Except ), except as otherwise provided in Treasury Regulation Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Company taxable yearperiod, each any Member that has with a share of such Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be specially allocated items of taxable Company income or and gain for such taxable year period (and, if necessary, subsequent taxable yearsperiods) in an amount equal to that Member’s share of the net decrease manner and amounts provided in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(22(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(b), each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(b) with respect to such taxable period (other than an allocation pursuant to Section 6.1(b)(i), Section 6.1(b)(v) and Section 6.1(b)(vi)). This paragraph Section 6.1(b)(ii) is intended to comply with the minimum chargeback of items of income and gain chargeback requirements requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) No allocation of Loss shall be made pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the provisions of Section 9.2following special allocations shall be made for such taxable period: (ai) Nonrecourse Deductions shall be allocated to the MembersCompany Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If if there is a net decrease in Company Minimum Gain during any Company taxable yearperiod, each Member shall be specially allocated items of taxable income or Company income, gain and Simulated Gain for such taxable year period (and, if necessary, subsequent taxable yearsperiods) in an amount equal to such Member’s share of the net decrease manner and amounts provided in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income, gain and Simulated Gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and 6.1(d)(vii)). This paragraph Section 6.1(d)(i) is intended to comply with the minimum gain Company Minimum Gain chargeback requirements requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (bii) Chargeback of Member Nonrecourse Deductions shall be allocated in Debt Minimum Gain. Notwithstanding the manner required by Treasury Regulation other provisions of this Section 1.704-2(i6.1 (other than Section 6.1(d)(i). Except ), except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Company taxable yearperiod, each any Member that has with a share of such Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be specially allocated items of taxable income or Company income, gain and Simulated Gain for such taxable year period (and, if necessary, subsequent taxable yearsperiods) in an amount equal to that Member’s share of the net decrease manner and amounts provided in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(22(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income, gain and Simulated Gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and 6.1(d)(vii), with respect to such taxable period. This paragraph Section 6.1(d)(ii) is intended to comply with the minimum chargeback of items of income and gain chargeback requirements requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (ciii) If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewithIntentionally left blank. (d) No allocation of Loss shall be made pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions shall be allocated to the MembersNotwithstanding any other provision of this Agreement, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If if there is a net decrease in Company Minimum Gain during any taxable year, each Member Stockholder shall be specially allocated items of taxable Company income or and gain for such taxable year (and, if necessary, for subsequent taxable years) in proportion to, and to the extent of, an amount equal to such MemberStockholder’s share of the net decrease in Company Partnership Minimum Gain, Gain determined in accordance with Treasury Regulation Regulations Section 1.704-2(g) (subject to the exceptions thereunder2(g)(2). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(62(j)(2)(i). This paragraph Section 5.4(a) is intended to comply with the minimum gain chargeback requirements requirement in Treasury Regulation Section 1.704-2(f) the Regulations and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions deductions for any taxable year shall be allocated to the Stockholders in proportion to the manner required number of shares of Common Stock held by Treasury Regulation each of them. For purposes of this Section 5.4(b), “nonrecourse deductions” shall have the meaning set forth in Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4)2(b)(1) of the Regulations. (c) Notwithstanding any other provision of this Agreement, if there is a net decrease in Member Stockholder Minimum Gain attributable to Stockholder Nonrecourse Debt Minimum Gain during any taxable year, each Member that Stockholder who has a share of the Stockholder Minimum Gain attributable to such Member Stockholder Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable Company income or and gain for such taxable year (and, if necessary, subsequent Company taxable years) in an amount equal to that Membersuch Stockholder’s share of the net decrease in Member Nonrecourse Debt Stockholder Minimum Gain (subject to the exceptions thereunder)Gain. Items The items to be so allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections Section 1.704-2(i)(4) and 2(j)(2)(ii). Any Stockholder’s share of the net decrease in Stockholder Minimum Gain shall be determined in accordance with Regulation Section 1.704-2(j)(22(i)(5). This paragraph Section 5.4(c) is intended to comply with the partner minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) Regulations and shall be interpreted consistently therewith. (d) No Any Stockholder Nonrecourse Deductions for any taxable year shall be specially allocated to the Stockholder who bears the economic risk of loss with respect to the Stockholder Nonrecourse Debt to which such Stockholder nonrecourse deductions are attributable in accordance with Regulation Section 1.704-2(i). The amount of Stockholder Nonrecourse Deductions with respect to a Stockholder Nonrecourse Debt for a taxable year equals the excess, if any, of the net increase, if any, in the amount of Stockholder Minimum Gain attributable to such Stockholder Nonrecourse Debt during that Taxable year over the aggregate amount of any distributions during that taxable year to the Stockholder that bears the economic risk of loss for such Stockholder Nonrecourse Debt to the extent such distributions are from the proceeds of such Stockholder Nonrecourse Debt and are allocable to an increase in Stockholder Minimum Gain attributable to such Stockholder Nonrecourse Debt, determined in accordance with Regulation Section 1.704-2(i)(1). (e) In the event any Stockholder unexpectedly receives any adjustment, allocation or distribution described in paragraphs (4), (5) or (6) of Loss Regulation Section 1.704-1(b)(2)(ii)(d), a pro rata portion of each item of Company income and gain shall be specially allocated to the Stockholder in an amount and manner sufficient to eliminate , to the extent required by the Regulations , the Adjusted Capital Account Deficit of that Stockholder as quickly as possible. The items to be allocated will be determined in accordance with Regulations Section 1.704-1(b)(2)(ii)(d)(6). This Section 5.4(e) is intended to comply with Regulations Section 1.704-1(b)(2)(ii)(d) and will be applied and interpreted in accordance with such regulation; provided, that an allocation pursuant to this Section 5.4(e) shall be made pursuant to Section 9.2 only if and to the extent that it causes or increases such Stockholder would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.4(e) were not in the Agreement. (f) In the event that any Stockholder has a deficit balance in its Adjusted Capital Account at the end of any Member’s taxable year, that Stockholder shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 5.4(f) shall be made only if and to the extent that such Stockholder would have a deficit balance in its Adjusted Capital Account after all other allocations provided for in this Article V have been made as if Section 5.4(e) and this Section 5.4(f) were not in this Agreement. (g) No items of loss or deduction will be allocated to any Stockholder to the extent that any such allocation would cause the Stockholder to have (or increase the amount of) a Deficit balance in its Adjusted Capital Account at the end of any Company taxable year. All items of loss or deduction in excess of the limitation set forth in this Section 5.4(g) shall be allocated among such other Stockholders, which do not have a deficit balance in their Adjusted Capital Accounts, pro rata, in proportion to the number of shares of Common Stock held by each of them, until no Stockholder may be allocated any such items of loss or deduction without having or increasing such a deficit balance in its Adjusted Capital Account. To the extent Thereafter, any allocation remaining items of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss loss or deduction shall be allocated to the Members with positive balances in their Adjusted Capital Accounts Stockholders, pro rata, in proportion with such relative positive Adjusted Capital Account balancesto the number of shares of Common Stock held by each of them. (eh) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of that adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset), then that gain or loss shall be specially allocated to the Stockholders in the manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to that Regulation. (i) The allocations set forth in paragraphs Section 5.4(a) through (a), (b), (ch) and (d) above hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 7041.704-1(b) and 1.704-2. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Stockholders intend to divide Company distributions. Accordingly, the Board is authorized to divide allocations of Profits, Losses and other provisions of this Section 9.3 (other than items among the Regulatory Allocations), Stockholders so as to prevent the Regulatory Allocations shall from distorting the manner in which Company distributions are required to be taken into account in divided among the Stockholders pursuant to this Agreement. In general, the Stockholders anticipate that this will be accomplished by specially allocating Profits and Losses and items of income, gain, loss and deduction among Members the Stockholders so that, to the extent possible, that the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations and such special allocations to each Stockholder is zero. The Board will have discretion to accomplish this result in any reasonable manner. (including Regulatory Allocations thatj) In the event that a guaranteed payment to a Stockholder is ultimately recharacterized as a distribution for federal income tax purposes (as the result of an audit of the Company’s return or otherwise) and if such recharacterization has the effect of disallowing a deduction or reducing the adjusted basis of any asset of the Company, although not yet madethen an amount of Company gross income equal to such disallowance or reduction shall be allocated to the recipient of such payment. In the event that a distribution to a Stockholder is ultimately recharacterized as a guaranteed payment for federal income tax purposes (as a result of an audit of the Company’s return or otherwise), are expected and if any such recharacterization gives rise to a deduction, such deduction shall be made allocated to the recipient of the distribution. (k) The expense for each tax paid or accrued by the Company shall be allocated to each Stockholder’s Capital Account in proportion to the allocation among such Capital Accounts of the income to which such tax relates (in the futuremanner contemplated by Regulations Section 1.704-1(b)(4)(viii) and the examples relating thereto). In so allocating expense for each tax paid or accrued by the Company, the Company will not take into account revaluation gains and losses, as described in paragraph (b) of the definition of “Book Value,” in computing the total income, expenses, gains and losses allocated to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurredCapital Account.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Losses, deduction and expenditures attributable to Member Nonrecourse Deductions Debt shall be allocated in the manner required by Regulations section 1.704-2(i). If there is a net decrease during a taxable year in Member Minimum Gain, income and gain for such taxable year (and, if necessary, for subsequent taxable years) shall be allocated to the Members, pro rata in proportion to the value of their respective interests Members in the Companyamounts and of such character as is determined according to Regulations section 1.704-2(i)(4). This Section 4.2(a) is intended to be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the requirements of Regulations section 1.704-2(i)(4), and shall be interpreted in a manner consistent therewith. (b) Except as determined by the Board of Directors. If otherwise provided in Section 4.2(a), if there is a net decrease in Company Minimum Gain during any taxable year, each Member shall be specially allocated items of taxable income or and gain for such taxable year (and, if necessary, for subsequent taxable years) in an amount equal the amounts and of such character as is determined according to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section Regulations section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(62(f). This paragraph Section 4.2(b) is intended to comply be a “minimum gain chargeback” provision that complies with the minimum gain chargeback requirements in Treasury Regulation Section of Regulations section 1.704-2(f) ), and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the a manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently consistent therewith. (c) If any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treasury Regulation Section Regulations section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or (6)) has a deficit balance in its Adjusted Capital Account as of the end of any taxable year, items computed after the application of Section 4.2(a) and Section 4.2(b) but before the application of any other provision of Section 4.1, Section 4.2 and Section 4.3, then income for such taxable income and gain year shall be specially allocated to such Member in an amount proportion to, and manner sufficient to eliminate the Adjusted Capital Account extent of, such deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possiblebalance. This paragraph Section 4.2(c) is intended to comply with the be a “qualified income offset requirements offset” provision as described in Treasury Regulation Section Regulations section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) No allocation of Loss shall be made pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the provisions of Section 9.2following special allocations shall be made for such taxable period in the following order: (ai) Nonrecourse Deductions shall be allocated to the MembersCompany Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If if there is a net decrease in Company Minimum Gain during any Company taxable yearperiod, each Member shall be specially allocated items of taxable income or Company income, gain and Simulated Gain for such taxable year period (and, if necessary, subsequent taxable yearsperiods) in an amount equal to such Member’s share of the net decrease manner and amounts provided in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(b), each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income, gain and Simulated Gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(b) with respect to such taxable period (other than an allocation pursuant to Section 6.1(b)(vi) and Section 6.1(b)(vii)). This paragraph Section 6.1(b)(i) is intended to comply with the minimum gain Company Minimum Gain chargeback requirements requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (bii) Chargeback of Member Nonrecourse Deductions shall be allocated in Debt Minimum Gain. Notwithstanding the manner required by Treasury Regulation other provisions of this Section 1.704-2(i6.1 (other than Section 6.1(b)(i). Except ), except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Company taxable yearperiod, each any Member that has with a share of such Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be specially allocated items of taxable income or Company income, gain and Simulated Gain for such taxable year period (and, if necessary, subsequent taxable yearsperiods) in an amount equal to that Member’s share of the net decrease manner and amounts provided in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(22(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(b), each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income, gain and Simulated Gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(b) with respect to such taxable period (other than an allocation pursuant to Section 6.1(b)(i), Section 6.1(b)(vi) and Section 6.1(b)(vii)). This paragraph Section 6.1(b)(ii) is intended to comply with the minimum chargeback of items of income and gain chargeback requirements requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (ciii) If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith[Reserved]. (d) No allocation of Loss shall be made pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions deductions (as defined in Treasury Regulation 1.704-2(b)(1)) shall be allocated pro rata to the Members, pro rata in proportion to the value holders of their respective interests in the Company, as determined by the Board of DirectorsCommon Units. If there is a net decrease in Company Minimum Gain during any taxable yearTaxable Year, each Member shall be specially allocated items of taxable income or gain Profits for such taxable year Taxable Year (and, if necessary, subsequent taxable yearsTaxable Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph Section 6.07(a) is intended to comply with the minimum gain chargeback requirements requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions Losses attributable to partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable yearTaxable Year in partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)), each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain Profits for such taxable year Taxable Year (and, if necessary, subsequent taxable yearsTaxable Years) shall be allocated to the Members in an amount equal to that Member’s share the amounts and of the net decrease in Member Nonrecourse Debt Minimum Gain (such character as determined according to, and subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined contained in accordance with Treasury Regulation Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph Section 6.07(b) is intended to comply with the be a minimum gain chargeback provision that complies with the requirements in of Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently in a manner consistent therewith. (c) If any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or and (6)) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, items of taxable income and gain then Profits for such Taxable Year shall be specially allocated to such Member in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possibleDeficit. This paragraph Section 6.07(c) is intended to comply with the be a qualified income offset requirements provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) No allocation of Loss shall be made pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause an adjustment to the Adjusted Capital Account balance adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Section 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or Section 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 such Member’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members to have a deficit balance, asset) or loss (if the adjustment decreases such Loss basis) and such gain or loss shall be specially allocated to the Members in accordance with positive balances their interests in their Adjusted Capital Accounts the Company in proportion with the event Treasury Regulation Section 1.704-l(b)(2)(iv)(m)(2) applies, or to the Member to whom such relative positive Adjusted Capital Account balancesdistribution was made in the event Treasury Regulation Section 1 .704-1 (b)(2)(iv)(m)(4) applies. (e) The allocations set forth in paragraphs (aSections 6.07(a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Loss attributable to Member Nonrecourse Deductions Debt shall be allocated in the manner required by Regulations Section 1.704-2(i). If there is a net decrease during a taxable year in Member Minimum Gain, Income for such taxable year (and, if necessary, for subsequent taxable years) shall be allocated to the Members, pro rata in proportion to the value of their respective interests Members in the Companyamounts and of such character as is determined according to Regulations Section 1.704-2(i)(4). This Section 5.2(a) is intended to be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(i)(4), and shall be interpreted in a manner consistent therewith. (b) Except as determined by the Board of Directors. If otherwise provided in Section 5.2(a), if there is a net decrease in Company Minimum Gain during any taxable year, each Member shall be specially allocated items of taxable income or gain Income for such taxable year (and, if necessary, for subsequent taxable years) in an amount equal the amounts and of such character as is determined according to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Regulations Section 1.704-2(f). This Section 5.2(b) is intended to be a “minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(f), and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the a manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently consistent therewith. (c) If any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treasury Regulation Regulations Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or (6)) has an Adjusted Capital Account Deficit as of the end of any taxable year, items computed after the application of Section 5.2(a) and Section 5.2(b) but before the application of any other provision of Section 5.1 and Section 5.2, then Income for such taxable income and gain year shall be specially allocated to such Member in an amount and manner sufficient to eliminate the such Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions Deficit as quickly as possible. This paragraph Section 5.2(c) is intended to comply with the be a “qualified income offset requirements offset” provision as described in Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) No allocation Adjustments to Gross Asset Values of Loss Company assets described in clause (d) of the definition of Gross Asset Value shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Regulations Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances1.704-1(b)(2)(iv)(m). (e) The allocations set forth in paragraphs (a), (b), (cSection 5.2(a) and (dthrough Section 5.2(d) above inclusive (the “Regulatory Allocations”) are intended to comply with certain requirements of Section 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate items of Income and Loss of the Company or to make Distributions. Accordingly, notwithstanding the other provisions of this Section 9.3 (other than Sections 5.1 and 5.2, but subject to the Regulatory Allocations), items of Income and Loss of the Company shall be allocated among the Member so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Account balances of the Members to be in the amounts (or as close thereto as possible) they would have been if Income and Loss had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this shall be taken into account in accomplished by specially allocating Profits other Income and Losses Loss among the Members so that, to the extent possible, the net amount of Regulatory Allocations and such special allocations to each such Member is zero. (f) Upon the exercise of Profits a noncompensatory option (as defined in Regulations Section 1.721-2(f)), then the applicable Member(s) shall be allocated Income or Loss for such taxable year according to Regulations Section 1.704-1(b)(2)(iv)(s). (g) Notwithstanding any other provisions of this Agreement, any item of income, gain, loss or deduction which is specially allocated pursuant to this Section 5.2 shall not be taken into account for purposes of computing Net Income or Net Loss. (h) All matters concerning the computation of Capital Accounts, the allocation of Net Income (or items thereof) and Losses Net Loss (or items thereof) for Capital Account purposes, the allocation of items of Company income, gain, loss, deduction and other items expense for tax purposes and the Regulatory Allocations (including Regulatory Allocations adoption of any accounting methods or procedures not expressly provided for by the terms of this Agreement shall be determined by the WHP Holder in its reasonable discretion. Absent manifest error, such determinations shall be final and conclusive as to all the Members. Without in any way limiting the scope of the foregoing, if and to the extent that, although not yet madefor any tax purposes, are expected any item of income, gain, loss, deduction or expense of any Member or the Company is constructively attributed to, respectively, the Company or any Member, or any contribution to be made or distribution by the Company or any payment by any Member or the Company is recharacterized, the WHP Holder may, in its reasonable discretion, specially allocate items of Company income, gain, loss, deduction and expense or make correlative adjustments to the future) to each Member shall be equal to Capital Accounts of the Members in a manner so that the net amount of income, gain, loss, deduction and expense realized by each relevant party (after taking into account such special allocations) and the net Capital Account balances of the Members (after taking into account such special allocations and adjustments) shall, as nearly as possible, be equal, respectively, to the amount of income, gain, loss, deduction and expense that would have been allocated to realized by each relevant party and the Capital Account balances of the Members that would have existed if such Member if attribution or recharacterization and the Regulatory Allocations application of this sentence of this Section 5.2(h) had not occurred.

Special Allocations. Notwithstanding the provisions of Section 9.25.2 above, the following allocations of Net Profits and Net Losses and items thereof shall be made: (a) Nonrecourse Deductions shall be allocated to the MembersIf, pro rata during any year a Member unexpectedly receives any adjustment, allocation or distribution described in proportion to the value of their respective interests in the CompanyTreasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) and, as determined by a result of such adjustment, allocation or distribution, such Member's Adjusted Capital Account has a negative balance (computed with the Board adjustments set forth in clauses (i) and (ii) of Directors. If there is a net decrease in Company Minimum Gain during any taxable yearSection 5.1(a)), each Member shall be specially allocated then items of taxable gross income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal shall first be allocated to such Member’s share Member in the amount necessary to eliminate such negative balance as quickly as possible. This Section 5.3(a) is intended to constitute a "qualified income offset" provision within the meaning of the net decrease above Treasury Regulations, and shall be so interpreted. (b) Nonrecourse Deductions for a taxable year or other period shall be specially allocated among the Members in Company Minimum Gain, determined proportion to their Percentage Interests. (c) Any Member Loan Nonrecourse Deduction for any taxable year or other period shall be specially allocated to the Member or Members who bear the risk with respect to the loan to which the Member Loan Nonrecourse Deduction is attributable in accordance with Treasury Regulation Section 1.704-2(g2(b). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Adjusted Capital Account. (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements e) Except as set forth in Treasury Regulation Section 1.704-2(f2(f)(2), (3) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(44), if if, during any taxable year, there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable yearGain, each Member that has a share of such Member Nonrecourse Debt Minimum Gain Member, prior to any other allocation pursuant to this Article 5, shall be specially allocated items of taxable gross income or and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined Gain, computed in accordance with Treasury Regulation Sections Section 1.704-2(i)(42(g). Allocation of gross income and gain pursuant to this Section 5.3(e) shall be made first from gain recognized from the disposition of Company assets subject to non-recourse liabilities (within the meaning of the Treasury Regulations promulgated under IRC Section 752), to the extent of the Minimum Gain attributable to those assets, and thereafter, from a pro rata portion of the Company's other items of income and gain for the taxable year. It is the intent of the parties hereto that any allocation pursuant to this Section 5.3(e) shall constitute a "minimum gain chargeback" under Treasury Regulation Section 1.704-2(j)(22(f). This paragraph is intended With respect to comply a net decrease in Member Loan Minimum Gain, items of gross income shall be specially allocated consistent with the minimum gain chargeback requirements in preceding sentence, and Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith). (cf) If any Member unexpectedly receives any adjustmentsIn the event that Net Profits, allocations Net Losses or distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), items thereof are allocated to one or more Members pursuant to paragraphs (5a) or (6d) above, subsequent Net Profits and Net Losses will first be allocated (subject to the provisions of paragraphs (a) through (d), items of taxable income and gain shall be specially allocated ) to such the Members in a manner designed to result in each Member in an amount and manner sufficient to eliminate the Adjusted having a Capital Account deficit balance equal to what it would have been had the original allocation of Net Profits, Net Losses or items thereof pursuant to paragraphs (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)a) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d(d) and shall be interpreted consistently therewithnot occurred. (dg) No allocation The respective Percentage Interests in the Net Profits and Net Losses or items thereof shall remain as set forth above (subject to adjustment as provided in Section 4.1(b) and Article 5) unless changed by amendment to this Agreement or by an assignment of Loss shall be made pursuant to Section 9.2 to an interest in the extent that it causes Company authorized by the terms of this Agreement. Except as otherwise provided herein, for tax purposes, all items of income, gain, loss, deduction or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss credit shall be allocated to the Members with positive balances in their Adjusted Capital Accounts the same manner as are Net Profits and Net Losses; provided, however, that if, as a result of clause (i) of Section 5.1(b), the book value of any property of the Company was used in proportion with computing Net Profits or Net Losses, then items of income, gain, deduction or credit related to such relative positive Adjusted Capital Account balancesproperty for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its book value in the manner provided for under IRC Section 704(c). (eh) The allocations set forth If a Member's Percentage Interest is reduced (provided the reduction does not result in paragraphs (aa complete termination of the Member's interest in the Company), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements Member's share of the Treasury Regulations under Code Company's "unrealized receivables" and "substantially appreciated inventory" (within the meaning of IRC Section 704. Notwithstanding 751) shall not be reduced, so that, notwithstanding any other provisions of this Section 9.3 Agreement to the contrary, that portion of the Net Profit otherwise allocable upon a liquidation or dissolution of the Company pursuant to Article 5 hereof which is taxable as ordinary income (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so thatrecaptured) for federal income tax purposes shall, to the extent possiblepossible without increasing the total gain to the Company or to any Member, be specially allocated among the net amount Members in proportion to the deductions (or basis reductions treated as deductions) giving rise to such recapture. (i) In each taxable year of such allocations the Company, items of Profits deduction and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected credit attributable to be made in the future) to each Member Program Costs shall be equal allocated to the net amount that would have been allocated Members in proportion to such Member if the Regulatory Allocations had not occurredCapital Contributions which funded the applicable expenditure.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions shall be allocated to the MembersNotwithstanding any other provision of this Article 5, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If if there is a net decrease in Company Minimum Gain during “partnership minimum gain” or “partner nonrecourse debt minimum gain” (as defined in applicable Regulations under Code Section 704) for any taxable yearFiscal Year, each Member shall be specially allocated then items of taxable income or and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of shall be specially allocated among the net decrease in Company Minimum Gain, determined Members in accordance with requirements of Treasury Regulation Section Sections 1.704-2(g2(f) and (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6i). This paragraph Section is intended to comply with the “minimum gain chargeback chargeback” requirements in Treasury Regulation Section 1.704-2(f) of such Regulations and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate accordance with the Adjusted Capital Account deficit (determined according to requirements of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph Section is intended to comply with the “qualified income offset requirements in offset” provision of such Regulations and shall be interpreted consistent therewith. (c) If and to the extent that the allocation of any “nonrecourse deductions” (within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d2(b)(1)) and for any Fiscal Year would not otherwise satisfy the requirements of Treasury Regulation Section 1.704-2(e), then such nonrecourse deductions shall be interpreted consistently therewithspecially allocated among the Members in proportion to their Percentage Interests or as otherwise required by Regulations under Code Section 704. (d) No allocation of Loss shall be made pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (e) The allocations set forth in paragraphs (a), (b), (c) and (d) above this Section 5.4 (the “Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulation Section 1.704-1(b). The Regulatory Allocations may not be consistent with the Treasury Regulations under Code Section 704manner in which the Members intend to allocate income, gains, losses and deductions of the Company or make Company distributions. Notwithstanding any Accordingly, notwithstanding the other provisions of this Section 9.3 (other than Article 5, but subject to the Regulatory Allocations), income, gains, losses and deductions shall be allocated among the Members so as to eliminate the effect of the Regulatory Allocations shall be taken into account in allocating Profits and Losses among thereby cause the respective Capital Accounts of the Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the futureamounts (or as close thereto as possible) to each Member shall be equal to the net amount that they would have been if income, gains, losses and deductions had been allocated without reference to such Member if the Regulatory Allocations had not occurredAllocations.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions shall be allocated Losses attributable to the Members, pro rata in proportion to the value of their respective interests in the Company, partner nonrecourse debt (as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable year, each Member shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements defined in Treasury Regulation Section 1.704-2(f2(b)(4)) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except If there is a net decrease during a Fiscal Year in partner nonrecourse debt minimum gain (as otherwise provided defined in Treasury Regulation Section 1.704-2(i)(3)), Profits for such Fiscal year (and, if necessary, for subsequent Fiscal Years) shall be allocated to the Unitholders in the amounts and of such character as determined according to, and subject to the exceptions contained in, Treasury Regulation Section 1.704-2(i)(4), if . (b) If there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable yearFiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain Unitholder shall be specially allocated items of taxable income or gain Profits for such taxable year Fiscal Year (and, if necessary, for subsequent taxable yearsFiscal Years) in an amount equal to that Member’s share the amounts and of the net decrease in Member Nonrecourse Debt Minimum Gain (such character as determined according to, and subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in contained in, Treasury Regulation Section 1.704-2(i)(42(f). This Section 4.3(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(f), and shall be interpreted consistently in a manner consistent therewith. (c) If any Member Unitholder that unexpectedly receives any adjustmentsan adjustment, allocations allocation, or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or and (6)) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, items computed after the application of taxable income Sections 4.3(a) and gain 4.3(b) but before the application of any other provision of this Article IV, then Profits for such Taxable Year shall be specially allocated to such Member Unitholder in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possibleDeficit. This paragraph Section 4.3(c) is intended to comply with the be a qualified income offset requirements provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) No allocation of Loss Profits and Losses shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulation Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance1.704-1(b)(2)(iv)(j), such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances(k), and (m). (e) The allocations set forth in paragraphs (a), (b), (cSections 4.3(a)-(d) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Unitholders intend to allocate Profit and Loss of the Company or make distributions by the Company. Accordingly, notwithstanding the other provisions of this Section 9.3 (other than Article IV, but subject to the Regulatory Allocations), income, gain, deduction, and loss shall be reallocated among the Unitholders so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Unitholders to be taken into account in allocating Profits the amounts (or as close thereto as possible) they would have been if Profit and Losses among Members so thatLoss (and such other items of income, gain, deduction, and loss) had been allocated without reference to the extent possibleRegulatory Allocations. In general, the Unitholders anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction, and loss) among the Unitholders so that the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) and such special allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurredUnitholder is zero.

Special Allocations. Notwithstanding the provisions of Section 9.29.3: (a) Nonrecourse Deductions shall be allocated to the Members, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable year, each Member shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Regulations Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such each Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Regulations Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account deficit Deficit (determined according to Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirements in Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) No allocation of Loss shall be made pursuant to Section 9.2 9.3 to the extent that it causes or increases a deficit balance in any Member’s 's Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. (f) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations. Each Member hereby agrees to provide the Company with all information necessary to give effect to an election made under Section 754 of the Code if the Board of Directors determines to make such an election; provided, that the cost associated with such an election shall be borne by the Company as a whole. With respect to such election: (i) Any change in the amount of the depreciation deducted by the Company and any change in the gain or loss of the Company, for federal income tax purposes, resulting from an adjustment pursuant to Section 743(b) of the Code shall be allocated entirely to the transferee of the Shares so transferred. Neither the Capital Contribution obligations of, nor the Membership Interest of, nor the amount of any cash distributions to, the Members shall be affected as a result of such election, and except as provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m), the making of such election shall have no effect except for federal and (if applicable) state and local income tax purposes. (ii) Solely for federal and, if applicable, state and local income tax purposes and not for the purpose of maintaining the Members' Capital Accounts (except as provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m)), the Company shall keep a written record for those assets, the bases of which are adjusted as a result of such election, and the amount at which such assets are carried on such record shall be debited (in the case of an increase in basis) or credited (in the case of a decrease in basis) by the amount of such basis adjustment. Any change in the amount of the depreciation deducted by the Company and any change in the gain or loss of the Company, for federal and (if applicable) state and local income tax purposes, attributable to the basis adjustment made as a result of such election shall be debited or credited, as the case may be, on such record. (g) Notwithstanding any other provisions of this Section 9.3 9.4 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such each Member if the Regulatory Allocations had not occurred.

Special Allocations. Notwithstanding The following special allocations shall be made in the provisions of Section 9.2following order: (a) Nonrecourse Deductions shall be allocated to the MembersExcept as otherwise provided in Regulations Section 1.704-2(f), pro rata in proportion to the value notwithstanding any other provision of their respective interests in the Companythis Article VI, as determined by the Board of Directors. If if there is a net decrease in Company Minimum Gain during any taxable yearFiscal Year, each Member shall be specially allocated items of taxable Company income or and gain for such taxable year Fiscal Year (and, if necessary, subsequent taxable yearsFiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Regulations Section 1.704-2(g) (subject ). Allocations pursuant to the exceptions thereunder)previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Section Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This paragraph Section 6.2(a) is intended to comply with the minimum gain chargeback requirements requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. Company Minimum Gain will be calculated separately for Greystone Select I and Greystone Select II. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VI, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any taxable yearFiscal Year, each Member that who has a share of such the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of taxable Company income or and gain for such taxable year Fiscal Year (and, if necessary, subsequent taxable yearsFiscal Years) in an amount equal to that such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the exceptions thereunder). Items previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to this paragraph be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph Section 6.2(b) is intended to comply with the minimum gain chargeback requirements requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. Member Nonrecourse Debt Minimum Gain will be calculated separately for Greystone Select I and Greystone Select II. (c) If In the event any Member unexpectedly receives any adjustments, allocations allocations, or distributions described in Treasury Regulation Regulations Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) Section 1.704-1(b)(2)(ii)(d)(5), or (6Section 1.704-1(b)(2)(ii)(d)(6), items of taxable Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate eliminate, to the extent required by the Regulations, the deficit Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions Balance of the Member as quickly as possible. This paragraph is intended , provided that an allocation pursuant to comply with the qualified income offset requirements in Treasury Regulation this Section 1.704-1(b)(2)(ii)(d6.2(c) and shall be interpreted consistently therewithmade only if and to the extent that the Member would have a deficit Adjusted Capital Account Balance after all other allocations provided for in this Article VI have been tentatively made as if this Section 6.2(c) were not in the Agreement. (d) No In the event any Member has a deficit Capital Account at the end of any Fiscal Year that is in excess of the sum of the amount such Member is obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided that an allocation of Loss pursuant to this Section 6.2(d) shall be made pursuant to Section 9.2 only if and to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss such Member would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balancesin excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.2(c) and this Section 6.2(d) were not in the Agreement. (e) The allocations set forth Nonrecourse Deductions will be separately calculated for Greystone Select I and Greystone Select II. Nonrecourse Deductions for Greystone Select I for any Fiscal Year shall be specially allocated to the Members in paragraphs proportion to their Class A Percentage Interests. Nonrecourse Deductions for Greystone Select II for any Fiscal Year shall be specially allocated to the Members in proportion to their Class B Percentage Interests. (af) Any Member Nonrecourse Deductions will be separately calculated for Greystone Select I and Greystone Select II. Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1). (g) To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, determining Capital Accounts as the result of a distribution to a Member in complete liquidation of such Member’s interest in the extent possibleCompany, the net amount of such allocations adjustment to Capital Accounts shall be treated as an item of Profits gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and Losses and other items and such gain or loss shall be specially allocated to the Regulatory Allocations (including Regulatory Allocations thatMembers in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, although not yet made, are expected or to be the Member to whom such distribution was made in the futureevent Regulations Section 1.704-1(b)(2)(iv)(m)(4) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurredapplies.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions shall be allocated Losses attributable to the Members, pro rata in proportion to the value of their respective interests in the Company, partner nonrecourse debt (as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable year, each Member shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements defined in Treasury Regulation Section 1.704-2(f2(b)(4)) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except If there is a net decrease during a Fiscal Year in partner nonrecourse debt minimum gain (as otherwise provided defined in Treasury Regulation Section 1.704-2(i)(3)), Profits for such Fiscal year (and, if necessary, for subsequent Fiscal Years) shall be allocated to the Unitholders in the amounts and of such character as determined according to, and subject to the exceptions contained in, Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph Section 4.4(a) is intended to comply with the be a minimum gain chargeback provision that complies with the requirements in of Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently in a manner consistent therewith. (b) Nonrecourse deductions (as determined according to Treasury Regulation Section 1.704-2(b)(1)) for any Taxable Year shall be allocated to each Unitholder ratably among such Unitholders based upon the number of outstanding Units held by each such Unitholder immediately prior to such allocation. If there is a net decrease in Minimum Gain during any Fiscal Year, each Unitholder shall be allocated Profits for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in the amounts and of such character as determined according to, and subject to the exceptions contained in, Treasury Regulation Section 1.704-2(f). This Section 4.4(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(f), and shall be interpreted in a manner consistent therewith. (c) If any Member Unitholder that unexpectedly receives any adjustmentsan adjustment, allocations allocation, or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or and (6)) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, items computed after the application of taxable income Sections 4.4(a) and gain 4.4(b) but before the application of any other provision of this Article IV, then Profits for such Taxable Year shall be specially allocated to such Member Unitholder in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possibleDeficit. This paragraph Section 4.4(c) is intended to comply with the be a qualified income offset requirements provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) No allocation of Loss Profits and Losses shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulation Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance1.704-1(b)(2)(iv)(j), such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances(k), and (m). (e) The allocations set forth in paragraphs (a), (b), (cSections 4.4(a)-(d) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Unitholders intend to allocate Profit and Loss of the LLC or make LLC distributions. Accordingly, notwithstanding the other provisions of this Section 9.3 (other than Article IV, but subject to the Regulatory Allocations), income, gain, deduction, and loss shall be reallocated among the Unitholders so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Unitholders to be taken into account in allocating Profits the amounts (or as close thereto as possible) they would have been if Profit and Losses among Members so thatLoss (and such other items of income, gain, deduction, and loss) had been allocated without reference to the extent possibleRegulatory Allocations. In general, the Unitholders anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction, and loss) among the Unitholders so that the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) and such special allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurredUnitholder is zero.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions shall be allocated Losses attributable to the Members, pro rata in proportion to the value of their respective interests in the Company, partner nonrecourse debt (as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable year, each Member shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements defined in Treasury Regulation Section 1.704-2(f2(b)(4)) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except If there is a net decrease during a Fiscal Year in partner nonrecourse debt minimum gain (as otherwise provided defined in Treasury Regulation Section 1.704-2(i)(3)), Profits for such Fiscal year (and, if necessary, for subsequent Fiscal Years) shall be allocated to the Unitholders in the amounts and of such character as determined according to, and subject to the exceptions contained in, Treasury Regulation Section 1.704-2(i)(4), if . (b) If there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable yearFiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain Unitholder shall be specially allocated items of taxable income or gain Profits for such taxable year Fiscal Year (and, if necessary, for subsequent taxable yearsFiscal Years) in an amount equal to that Member’s share the amounts and of the net decrease in Member Nonrecourse Debt Minimum Gain (such character as determined according to, and subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in contained in, Treasury Regulation Section 1.704-2(i)(42(f). This Section 4.3(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(f), and shall be interpreted consistently in a manner consistent therewith. (c) If any Member Unitholder that unexpectedly receives any adjustmentsan adjustment, allocations allocation, or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or and (6)) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, items computed after the application of taxable income Sections 4.3(a) and gain 4.3(b) but before the application of any other provision of this Article IV, then Profits for such Taxable Year shall be specially allocated to such Member Unitholder in an amount proportion to, and manner sufficient to eliminate the extent of, such Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possibleDeficit. This paragraph Section 4.3(c) is intended to comply with the be a qualified income offset requirements provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (d) No allocation of Loss Profits and Losses shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulation Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance1.704-1(b)(2)(iv)(j), such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances(k), and (m). (e) The allocations set forth in paragraphs (a), (b), (cSections 4.3(a)-(d) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations under Code Section 704Regulations. Notwithstanding any The Regulatory Allocations may not be consistent with the manner in which the Unitholders intend to allocate Profit and Loss of the LLC or make LLC distributions. Accordingly, notwithstanding the other provisions of this Section 9.3 (other than Article IV, but subject to the Regulatory Allocations), income, gain, deduction, and loss shall be reallocated among the Unitholders so as to eliminate the effect of the Regulatory Allocations shall and thereby cause the respective Capital Accounts of the Unitholders to be taken into account in allocating Profits the amounts (or as close thereto as possible) they would have been if Profit and Losses among Members so thatLoss (and such other items of income, gain, deduction, and loss) had been allocated without reference to the extent possibleRegulatory Allocations. In general, the Unitholders anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction, and loss) among the Unitholders so that the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) and such special allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurredUnitholder is zero.

Special Allocations. Notwithstanding the provisions of Section 9.25.2 above, the following allocations of Net Profits and Net Losses and items thereof shall be made: (a) Nonrecourse Deductions shall be allocated to the MembersIf, pro rata during any year a Member unexpectedly receives any adjustment, allocation or distribution described in proportion to the value of their respective interests in the CompanyTreasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) and, as determined by a result of such adjustment, allocation or distribution, such Member's Adjusted Capital Account has a negative balance (computed with the Board adjustments set forth in clauses (i) and (ii) of Directors. If there is a net decrease in Company Minimum Gain during any taxable yearSection 5.1(a)), each Member shall be specially allocated then items of taxable gross income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal shall first be allocated to such Member’s share Member in the amount necessary to eliminate such negative balance as quickly as possible. This Section 5.3(a) is intended to constitute a "qualified income offset" provision within the meaning of the net decrease above Treasury Regulations, and shall be so interpreted. (b) Nonrecourse Deductions for a taxable year or other period shall be specially allocated among the Members in Company Minimum Gain, determined proportion to their Percentage Interests. (c) Any Member Loan Nonrecourse Deduction for any taxable year or other period shall be specially allocated to the Member or Members who bear the risk with respect to the loan to which the Member Loan Nonrecourse Deduction is attributable in accordance with Treasury Regulation Section 1.704-2(g2(b). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in such Member's Adjusted Capital Account. (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements e) Except as set forth in Treasury Regulation Section 1.704-2(f2(f)(2), (3) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(44), if if, during any taxable year, there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable yearGain, each Member that has a share of such Member Nonrecourse Debt Minimum Gain Member, prior to any other allocation pursuant to this Article 5, shall be specially allocated items of taxable gross income or and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined Gain, computed in accordance with Treasury Regulation Sections Section 1.704-2(i)(42(g). Allocation of gross income and gain pursuant to this Section 5.3(e) shall be made first from gain recognized from the disposition of Company assets subject to non-recourse liabilities (within the meaning of the Treasury Regulations promulgated under IRC Section 752), to the extent of the Minimum Gain attributable to those assets, and thereafter, from a pro rata portion of the Company's other items of income and gain for the taxable year. It is the intent of the parties hereto that any allocation pursuant to this Section 5.3(e) shall constitute a "minimum gain chargeback" under Treasury Regulation Section 1.704-2(j)(22(f). This paragraph is intended With respect to comply a net decrease in Member Loan Minimum Gain, items of gross income shall be specially allocated consistent with the minimum gain chargeback requirements in preceding sentence, and Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith). (cf) If any Member unexpectedly receives any adjustmentsIn the event that Net Profits, allocations Net Losses or distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), items thereof are allocated to one or more Members pursuant to paragraphs (5a) or (6d) above, subsequent Net Profits and Net Losses will first be allocated (subject to the provisions of paragraphs (a) through (d), items of taxable income and gain shall be specially allocated ) to such the Members in a manner designed to result in each Member in an amount and manner sufficient to eliminate the Adjusted having a Capital Account deficit balance equal to what it would have been had the original allocation of Net Profits, Net Losses or items thereof pursuant to paragraphs (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)a) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d(d) and shall be interpreted consistently therewithnot occurred. (dg) No allocation The respective Percentage Interests in the Net Profits and Net Losses or items thereof shall remain as set forth above (subject to adjustment as provided in Section 4.1(b) and Article 5) unless changed by amendment to this Agreement or by an assignment of Loss shall be made pursuant to Section 9.2 to an interest in the extent that it causes Company authorized by the terms of this Agreement. Except as otherwise provided herein, for tax purposes, all items of income, gain, loss, deduction or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss credit shall be allocated to the Members with positive balances in their Adjusted Capital Accounts the same manner as are Net Profits and Net Losses; PROVIDED, HOWEVER, that if, as a result of clause (i) of Section 5.1(b), the book value of any property of the Company was used in proportion with computing Net Profits or Net Losses, then items of income, gain, deduction or credit related to such relative positive Adjusted Capital Account balancesproperty for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its book value in the manner provided for under IRC Section 704(c). (eh) The allocations set forth If a Member's Percentage Interest is reduced (provided the reduction does not result in paragraphs (aa complete termination of the Member's interest in the Company), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements Member's share of the Treasury Regulations under Code Company's "unrealized receivables" and "substantially appreciated inventory" (within the meaning of IRC Section 704. Notwithstanding 751) shall not be reduced, so that, notwithstanding any other provisions of this Section 9.3 Agreement to the contrary, that portion of the Net Profit otherwise allocable upon a liquidation or dissolution of the Company pursuant to Article 5 hereof which is taxable as ordinary income (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so thatrecaptured) for federal income tax purposes shall, to the extent possiblepossible without increasing the total gain to the Company or to any Member, be specially allocated among the net amount Members in proportion to the deductions (or basis reductions treated as deductions) giving rise to such recapture. (i) In each taxable year of such allocations the Company, items of Profits deduction and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected credit attributable to be made in the future) to each Member Program Costs shall be equal allocated to the net amount that would have been allocated Members in proportion to such Member if the Regulatory Allocations had not occurredCapital Contributions which funded the applicable expenditure.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions shall be allocated Minimum Gain Chargeback. Notwithstanding any other provision of Section 4 or this Section 9, except to the Members, pro rata in proportion extent that Section 1.704-2(f) of the Regulations (or any other applicable authority) provides an exception to the value operation of their respective interests in the Companyminimum gain chargeback requirement of the Regulations, as determined by the Board of Directors. If if there is a net decrease in Company Minimum Gain during any taxable yearAccounting Period, each Member shall be specially allocated items of taxable income or and gain for such taxable year Accounting Period in an amount equal to such Member’s share of the net decrease in the Company’s Minimum Gain (within the meaning of Regulations Section 1.704-2(g)(2)), determined in accordance with Regulations Section 1.704-2(g). In the event that the minimum gain chargeback requirement imposed by this subsection and Regulations Section 1.704-2(f) exceeds the Company’s income and gains for the Accounting Period, the excess shall be treated as a minimum gain chargeback requirement, and shall be specially allocated under this subsection, in the immediately succeeding Accounting Periods until fully charged back. Allocations pursuant to this subsection shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. The items to be allocated shall be determined in accordance with Sections 1.704-2(f)(6) and 1.704-2(j) of the Regulations. This subsection 9.1 (a) is intended to comply with the minimum gain chargeback requirement in the Regulations and shall be interpreted consistently therewith. (b) Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of Section 4 or this Section 9, except to the extent that Section 1.704-2(i)(4) of the Regulations (or any other applicable authority) provides an exception to the operation of the partner nonrecourse debt minimum gain chargeback requirement of the Regulations, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member 26 Nonrecourse Debt during any Accounting Period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), as of the beginning of that Accounting Period, shall be specially allocated items of income and gain for such Accounting Period (and, if necessary, subsequent taxable yearssucceeding Accounting Periods) in an amount equal to such Member’s share of the net decrease in Company Member Nonrecourse Debt Minimum Gain, . A Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain shall be determined in accordance a manner consistent with Treasury Regulation the provisions of Regulations Sections 1.704-2(j)(2) and 1.704-2(i)(4). Allocations pursuant to this subsection shall be made in proportion to the respective amounts required to be allocated to each Member pursuant to this subsection and Section 1.704-2(g2(i)(4) (subject to of the exceptions thereunder)Regulations. The items to be so allocated shall be determined in accordance with Treasury Regulation Section Sections 1.704-2(f)(6)2(i)(4) and (j)(2) of the Regulations. This paragraph subsection 9.1(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated requirement in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) Regulations and shall be interpreted consistently therewith. (c) Qualified Income Offset. If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section Regulations Sections 1.704-l(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4), (5) or ), and (6), items of taxable income and gain (consisting of a pro rata portion of each item of income, including gross income and gain) shall be specially allocated to such that Member in an amount and manner sufficient to eliminate the any Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) Deficit created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended ; PROVIDED, HOWEVER, that an allocation pursuant to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) No allocation of Loss this subsection shall be made pursuant to Section 9.2 only if and to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss such Member would cause the have an Adjusted Capital Account balance of any of the Members to Deficit after all other allocations provided for in this Article have been tentatively made as if this subsection were not a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances. (e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions part of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurredAgreement.

Special Allocations. Notwithstanding the provisions of Section 9.2: (a) Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Members in the manner excess nonrecourse liabilities of the Company are allocated pursuant to Section 5.5(c). The amount of Nonrecourse Deductions for a Fiscal Year shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year over the aggregate amount of any distributions during that Fiscal Year of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bears the economic risk of loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the Members, pro rata ratio in proportion which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision of this Agreement to the value of their respective interests in the Companycontrary, as determined by the Board of Directors. If if there is a net decrease in Company Minimum Gain during any taxable yearFiscal Year (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 5.2(c), each Member shall be specially allocated items of taxable Company income or and gain for such taxable year (and, if necessary, subsequent taxable years) Fiscal Year in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, Gain during such year (as determined in accordance with pursuant to Treasury Regulation Regulations Section 1.704-2(g) (subject to the exceptions thereunder2(g)(2). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph section is intended to comply with the constitute a minimum gain chargeback requirements in under Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (bd) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Notwithstanding any other provision of this Agreement except Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(45.2(c), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable yearFiscal Year (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 5.2(d)), each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable Company income or and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated as determined pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2)). This paragraph section is intended to comply with the constitute a partner nonrecourse debt minimum gain chargeback requirements in under Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (ce) If Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event any Member unexpectedly receives any adjustmentsadjustment, allocations allocation or distributions distribution described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4paragraph (4), (5) or (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of taxable income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year) shall be specially allocated to such Member in an amount and manner sufficient to eliminate the any Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions Deficit of that Member as quickly as possible; provided that an allocation pursuant to this Section 5.2(e) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.2(e) were not in this Agreement. This paragraph Section 5.2(e) is intended to comply with the constitute a qualified income offset requirements in under Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (df) No If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income, gain and Simulated Gain in the amount of such excess as quickly as possible, provided that an allocation of Loss pursuant to this Section 5.2(f) shall be made pursuant to Section 9.2 only if and to the extent that it causes or increases such Member would have a deficit balance in any Member’s Adjusted its Capital Account. Account in excess of such sum after all other allocations provided for in this Article V have been made as if Section 5.2(e) and this Section 5.2(f) were not in this Agreement. (g) To the extent any allocation of Loss would cause an adjustment to the Adjusted Capital Account balance adjusted tax basis of any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members to have a deficit balance, asset) or loss (if the adjustment decreases such Loss basis) and such item of gain or loss shall be allocated to the Members in accordance with positive balances in their Adjusted Capital Accounts in proportion with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such relative positive Adjusted Capital Account balancessection applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (eh) Simulated Depletion for each Depletable Property, and Simulated Loss upon the Disposition of a Depletable Property, shall be allocated among the Members in proportion to their shares of the Simulated Basis in such property. (i) The allocations set forth in paragraphs (a), (b), (cSections 5.2(a) and (dthrough 5.2(h) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704Sections 1.704-1(b) and 1.704-2. Notwithstanding any other provisions provision of this Section 9.3 Article V (other than the Regulatory Allocations), the Regulatory Allocations (and anticipated future Regulatory Allocations) shall be taken into account in allocating Profits other items of income, gain, loss and Losses deduction among the Members so that, to the extent possible, the net amount of such allocations allocation of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall should be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. This Section 5.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Regulatory Allocations and shall be interpreted in a manner consistent therewith. (j) Items of income, gain, loss, expense or credit resulting from a Covered Audit Adjustment shall be allocated to the Members in accordance with the applicable provisions of the Partnership Tax Audit Rules.