Common use of Special Allocations Clause in Contracts

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (i) Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Minimum Gain attributable to a Series during any taxable year, each Partner of such Series shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (ia) Notwithstanding any other provision of this Section 6.1, if If there is a net decrease in Partnership Minimum Gain attributable to a Series or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, each Partner of such Series the Partners shall be specially allocated items of Partnership income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation an amount equal to their respective shares of such net decrease during such year, determined pursuant to Regulations Sections 1.704-2(f)(6), (g)(22(g) and (j)(2)(i1.704-2(i)(5). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series The items to be so allocated 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 determined in accordance with Regulations Section 6.1 with respect to such taxable year1.704-2(f). This Section 6.1(b)(i7.3(a) is intended to comply with the minimum gain chargeback requirement requirements in Treasury Regulation Section 1.704-2(f) such Sections of the Regulations and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Regulations Sections 1.704-2(f) and 1.704-2(i)(4). (iib) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event If any Partner unexpectedly receives an adjustmentany adjustments, allocation allocations, or distribution distributions described in Treasury Regulation Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series), items of Partnership income and gain of such Series shall be specially allocated to such Partner in an amount and manner sufficient to eliminateeliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided, that an allocation pursuant to this Section 7.3(b) shall be made only to the extent required by such Treasury Regulation, the that a Partner would have a deficit balance, if any, in its Adjusted Capital Account attributable to Balance in excess of such Series created by such adjustment, allocation or distribution sum after all other allocations provided for in this Article VII have been tentatively made as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(ivif this Section 7.3(b) or 6.1(b)(v)were not in this Agreement. This Section 6.1(b)(iii7.3(b) is intended to constitute a comply with the “qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) offset” requirement of the Code and shall be interpreted consistently therewith. (ivc) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event If any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable yearFiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of gross Partnership income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v7.3(c) shall be made only if and to the extent that such a Partner would have a deficit balance in its Adjusted Capital Account for in excess of such Series sum after all other allocations provided for in this Section 6.1(b) (other than Section 6.1(b)(iii)) Article VII have been tentatively made as if Section 6.1(b)(iii7.3(b) and this Section 6.1(b)(v7.3(c) were not in this Agreement. (vid) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their respective Percentage Interests for such SeriesInterests. (viie) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year period shall be allocated 100% to the Partner that who bears the Economic Risk economic risk of Loss loss with respect to the Partner Nonrecourse Debt liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Regulations Section 1.704-2(i2(j). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viiif) To the extent an adjustment to the adjusted tax basis Any special allocations of any asset income or gain pursuant to Code Sections 734(b7.3(b) or 743(b7.3(c) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to hereof shall be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Seriescomputing subsequent allocations pursuant to Section 7.1 and 7.2 and this Section 7.3(f), so that the net amount of such adjustment any items so allocated and all other items allocated to each Partner shall, to the Capital Accounts shall extent possible, be treated as an item of gain (equal to the net amount that would have been allocated to each Partner if the adjustment increases the basis of the assetsuch allocations pursuant to Sections 7.3(b) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions7.3(c) had not occurred.

Special Allocations. (a) Notwithstanding any other provisions provision of this Section 6.1Agreement, the following special allocations shall be made on a Series by Series basis in the following order for each taxable Fiscal Year or other period: (i) Notwithstanding any other provision of this Section 6.16.04, if there is a net decrease in Company Minimum Gain attributable to a Series during any taxable yearperiod, each Partner of such Series Member shall be allocated items of Company income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Sections Treas. Reg. §1.704-2(f)(62(f), (g)(2) and (j)(2)(ij). For purposes of this Section 6.1(b)6.04, each PartnerMember’s Adjusted Capital Account balance for such Series shall be determined, 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 6.1 Article 6 with respect to such taxable yearperiod. This Section 6.1(b)(i6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treasury Regulation Section Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 6.04 (other than Section 6.1(b)(i6.04(a)(i) above), if there is a net decrease in Partner Member Nonrecourse Debt Minimum Gain attributable to a Series during any taxable yearperiod, any Partner Member with a share of such Partner Member Nonrecourse Debt Minimum Gain at the beginning of such taxable year period shall be allocated items of Company income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Section Treas. Reg. §1.704-2(i)(4) and (j)(2)(iij)(2). For purposes of this Section 6.1(b)6.04, each PartnerMember’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 6.16.04(a), other than Section 6.1(b)(i6.04(a)(i) above, with respect to such taxable yearperiod. This Section 6.1(b)(ii6.04(a)(ii) is intended to comply with the partner Member nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i6.04(a)(i) and 6.1(b)(ii6.04(a)(ii) above, in the event any Partner Member unexpectedly receives an adjustmentany adjustments, allocation allocations or distribution distributions described in Treasury Regulation Sections Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series), items of Company income and gain of such Series shall be specially allocated to such Partner Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury RegulationRegulations, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustmentadjustments, allocation allocations or distribution distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d6.04(a)(i) and shall be interpreted consistently therewith6.04(a)(ii). (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner Member has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable yearperiod, such Partner Member shall be specially allocated items of Company gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v6.04(a)(iv) shall be made only if and to the extent that such Partner Member would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)6.04(a) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v6.04(a)(iv) were not in this Agreement. (viv) Nonrecourse Deductions attributable to a Series for any taxable year period shall be allocated to the Partners of such Series Members in accordance with their Percentage Interests for such SeriesInterests. (viivi) Partner Member Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year period shall be allocated 100% to the Partner Member that bears the Economic Risk of Loss with respect to the Partner Member Nonrecourse Debt to which such Partner Member Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Partner Member bears the Economic Risk of Loss with respect to a Partner Member Nonrecourse Debt, Partner Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners Members in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions provision of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain attributable to a Series during any Partnership taxable yearperiod, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(21.704-2(g)(2) and (j)(2)(i1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(b6.1(d), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 6.1(d) with respect to such taxable yearperiod (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(b)(i6.1(d)(i) is intended to comply with the minimum gain Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any Partnership taxable yearperiod, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year period shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Section Sections 1.704-2(i)(4) and (j)(2)(ii1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(b6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.16.1(d), other than Section 6.1(b)(i6.1(d)(i) aboveand other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable yearperiod. This Section 6.1(b)(ii6.1(d)(ii) is intended to comply with the partner nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each taxable periodof priority: (ia) Notwithstanding any other provision Minimum Gain Chargeback (Nonrecourse Liabilities). Except as otherwise provided in Section 1.704-2(f) of this Section 6.1the Treasury Regulations, if there is a net decrease in Partnership Minimum Gain attributable to a Series during for any taxable yearFiscal Year, each Partner of such Series shall be specially allocated items of Partnership income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in an amount equal to such Partner's share of the manner and amounts provided net decrease in Partnership Minimum Gain to the extent required by Treasury Regulation Regulations Section 1.704-2(f). The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6), (g)(22(f) and (j)(2)(i). For purposes j)(2) of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable yearTreasury Regulations. This Section 6.1(b)(i) subparagraph is intended to comply with the minimum gain chargeback 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. (iib) Notwithstanding Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above)Treasury Regulations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series Partner Nonrecourse Debt during any taxable yearFiscal Year, any each Partner with who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain at Debt, determined in accordance with Section 1.704-2(i)(5) of the beginning of such taxable year Treasury Regulations, shall be specially allocated items of Partnership income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in an amount equal to that Partner's share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt to the extent and in the manner and amounts provided required by Section 1.704-2(i) of the Treasury Regulations. The items to be so allocated shall be determined in Treasury Regulation Section accordance with Sections 1.704-2(i)(4) and (j)(2)(iij). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions of this (a) Losses attributable to a partner nonrecourse debt (as defined in Treasury Regulations Section 6.1, the following special allocations 1.704-2(b)(4)) shall be made on a Series by Series basis allocated in the following order for each taxable period: (i) Notwithstanding any other provision of this manner required by Treasury Regulations Section 6.1, if 1.704-2(i). If there is a net decrease during a Taxable Year in Minimum Gain attributable to a Series during any taxable yearpartner nonrecourse debt minimum gain (as defined in Treasury Regulations Section 1.704-2(i)(3)), each Partner of such Series shall be allocated items of income and gain attributable to such Series Profits for such year Taxable Year (and, if necessary, for subsequent taxable yearsTaxable Years) shall be allocated to the Unitholders in the manner amounts and amounts provided in of such character as determined according to Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith2(i)(4). (iib) Notwithstanding the other provisions of this Except as otherwise provided in Section 6.1 (other than Section 6.1(b)(i) above4.3(a), if there is a net decrease in Partner Nonrecourse Debt the Minimum Gain attributable to a Series during any taxable yearTaxable Year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year each Unitholder shall be allocated items of income and gain attributable to such Series Profits for such year Taxable Year (and, if necessary, for subsequent taxable yearsTaxable Years) in the manner amounts and amounts provided in of such character as determined according to Treasury Regulation Regulations Section 1.704-2(i)(4) and (j)(2)(ii2(f). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii4.3(b) is intended to comply with the partner nonrecourse debt be a minimum gain chargeback requirement in provision that complies with the requirements of Treasury Regulation Regulations Section 1.704-2(i)(4) 2(f), and shall be interpreted consistently in a manner consistent therewith. (iiic) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event If any Partner Unitholder who unexpectedly receives an adjustment, allocation allocation, or distribution described in Treasury Regulation Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or ), and (6) attributable to has a SeriesDeficit Capital Account as of the end of any Taxable Year, items computed after the application of 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 Series Taxable Year shall be allocated to such Partner Unitholder in an amount proportion to, and to the extent of, such Deficit Capital Account. This Section 4.3(c) is intended to be a qualified income offset provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d), and shall be interpreted in a manner sufficient consistent therewith. (d) Subject to eliminatethe other provisions of this Section 4.3, if Profits or Losses are allocated for any Fiscal Year pursuant to Section 4.3(a), (b), or (c), then subsequent allocations of Profits and Losses shall be made, to the extent required by such Treasury Regulationpossible, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations Unitholders in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event such amounts so that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income net Profits and gain shall be Losses allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv4.3(d) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners Sections 4.3(a), (b), and (c) are equal to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year net Profits and all prior taxable years; (B) in the event Losses that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be would have been allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners Unitholders if such allocations pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(dSections 4.3(a), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 basisb), and such item of gain or loss shall be allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions(c) had not been made.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the The following special allocations shall be made on a Series by Series basis in the following order for each taxable periodorder: (i) Notwithstanding 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Section 6.1, if there is a net decrease in Minimum Gain attributable to a Series during any taxable yearArticle 4, each Partner shall receive such special allocations of such Series shall be allocated items of Partnership income and gain attributable as are required in order to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in conform to Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith2. (ii) Notwithstanding the 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provisions provision of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a SeriesArticle 4, items of income and gain of such Series shall be specially allocated to such Partner the Partners in an amount and a manner sufficient to eliminate, to that complies with the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a “qualified income offset described in offset” requirement of Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith1(b)(2)(ii)(d)(3). (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in 4.4.3. In the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any a Partner has a deficit balance in its Adjusted Capital Account attributable to a Series balance at the end of any taxable yearfiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Partner shall be specially allocated items of gross Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such Series fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the amount of such excess as quickly as possible; provided, however, that an any allocation pursuant to under this Section 6.1(b)(v) 4.4.3 shall be made only if and to the extent that such a Partner would have a deficit Capital Account balance in its Adjusted Capital Account for excess of such Series sum after all other allocations provided for in this Section 6.1(b) (other than Section 6.1(b)(iii)) Article 4 have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) 4.4.3 were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) 4.4.4. Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 Partners in a manner consistent with the manner in which they share the economic risk of loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt. 4.4.5. Each Nonrecourse Deduction of the Partnership shall be specially allocated to the Partners, pro rata, in proportion to their Series Capital Accounts are required respective Percentage Interests. 4.4.6. The amounts of any Partnership income, gain, loss or expense available to be adjusted specially allocated pursuant to such provisionsthis Section 4.4 shall be determined by applying rules analogous to those set forth in Section 1.1.72 as modified by Sections 1.1.72.1 through 1.1.72.5.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the The following special allocations shall be made on a Series by Series basis in the following order for each taxable periodorder: (i) Notwithstanding 4.4.1 In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Section 6.1, if there is a net decrease in Minimum Gain attributable to a Series during any taxable yearArticle 4, each Partner shall receive such special allocations of such Series shall be allocated items of Partnership income and gain attributable as are required in order to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in conform to Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith2. (ii) Notwithstanding the 4.4.2 Subject to Section 4.4.1, but notwithstanding any other provisions provision of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a SeriesArticle 4, items of income and gain of such Series shall be specially allocated to such Partner the Partners in an amount and a manner sufficient to eliminate, to that complies with the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a “qualified income offset described in offset” requirement of Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith1(b)(2)(ii)(d)(3). (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in 4.4.3 In the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any a Partner has a deficit balance in its Adjusted Capital Account attributable to a Series balance at the end of any taxable yearfiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Partner shall be specially allocated items of gross Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such Series fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the amount of such excess as quickly as possible; provided, however, that an any allocation pursuant to under this Section 6.1(b)(v) 4.4.3 shall be made only if and to the extent that such a Partner would have a deficit Capital Account balance in its Adjusted Capital Account for excess of such Series sum after all other allocations provided for in this Section 6.1(b) (other than Section 6.1(b)(iii)) Article 4 have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) 4.4.3 were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) 4.4.4 Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 Partners in a manner consistent with the manner in which they share the economic risk of loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt. 4.4.5 Each Nonrecourse Deduction of the Partnership shall be specially allocated to the Partners, pro rata, in proportion to their Series Capital Accounts are required respective Percentage Interests. 4.4.6 The amounts of any Partnership income, gain, loss or expense available to be adjusted specially allocated pursuant to such provisionsthis Section 4.4 shall be determined by applying rules analogous to those set forth in Section 1.1.74 as modified by Sections 1.1.74.1 through 1.1.74.5.

Special Allocations. Notwithstanding any other provisions of anything that may be to the contrary in this Section 6.1Agreement, the following special allocations shall be made on a Series by Series basis prior to any other allocations under this Agreement and in the following order for each taxable periodof priority: (a) Minimum gain shall be allocated as follows: (i) Notwithstanding any other provision of this Section 6.1Except as otherwise provided in Treas. Reg. § 1.704-2(f), if there is a net decrease in Company Minimum Gain attributable to a Series during any taxable yearFiscal Year or period, each Partner of such Series Member shall be specially allocated items of Company income and gain attributable to such Series for such year Fiscal Year or period (and, if necessary, subsequent taxable yearsFiscal Years or periods) in an amount equal to such Member’s share of the manner and amounts provided net decrease in Treasury Regulation Sections Company Minimum Gain to the extent required by Treas. Reg. § 1.704-2(f)(62(f), (g)(2. The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(f) and (j)(2)(ii). For purposes This provision is intended to comply with the minimum gain chargeback requirements of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series Treas. Reg. § 1.704-2(f) and shall be determined, interpreted and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations applied consistently therewith. Allocations pursuant to this Section 6.1 6.04(a)(i) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (ii) Except as otherwise provided in Treas. Reg. § 1.704-2(i)(4), if there is a net decrease in the Member Nonrecourse Debt Minimum Gain during any Fiscal Year or period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with respect Treas. Reg. § 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to such taxable yearthat Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and in the manner required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(i)(4) and (j)(2). This Section 6.1(b)(i) provision is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable yearMember Nonrecourse Debt contained in Treas. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section Reg. § 1.704-2(i)(4) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(ii) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (iiib) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner If a Member unexpectedly receives an adjustmentany adjustments, allocation allocations or distribution distributions described in Treasury Regulation Sections Treas. Reg. §§ 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable that would not prevent such Member from having, or would cause such Member to a Serieshave, an Adjusted Capital Account Deficit, then items of Company income (including gross income) and gain of such Series shall be specially allocated to such Partner Member in an amount and manner sufficient to eliminate, to the extent required by as quickly as possible, such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v)Deficit. This Section 6.1(b)(iii6.04(b) is intended to constitute a “qualified income offset described in Treasury Regulation Section offset” under Treas. Reg. § 1.704-1(b)(2)(ii)(dl(b)(2)(ii)(d) and shall be interpreted and applied consistently therewith. (ivc) After giving effect to the allocations in Sections 6.1(b)(i)Nonrecourse Deductions, 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partnersif any, Series EA Partners for any Fiscal Year or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain period shall be allocated to the Series LH Partners Members in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable yearsInterests. (vd) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable yearMember Nonrecourse Deductions, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; providedif any, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions Fiscal Year or period with respect to a Partner Member Nonrecourse Debt for any taxable year shall be specially allocated 100% to the Partner Member that bears the Economic Risk economic risk of Loss with respect to the Partner loss for such Member Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section (as determined under Treas. Reg. §§ 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii2(b)(4) is intended to comply with the provisions of Treasury Regulation Section and 1.704-2(i) and shall be interpreted consistently therewith2(i)(1)). (viiie) To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Code Sections Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section Treas. Reg. § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a SeriesAccounts, 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 among the Partners Members in a manner consistent with the manner in which each of their Series respective Capital Accounts are required to be adjusted pursuant to such provisionssection of the Treasury Regulations. (f) The allocations set forth in Section 6.04(a)-(e) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. 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. Therefore, notwithstanding any other provision of this Agreement (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.03. In exercising discretion with respect to such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(c) or 6.04(d). (g) Any deductions attributable to guaranteed payments under Section 707(c) of the Code, and if the amount of such guaranteed payments shall not be sufficient, other expenses deductible under the Code, shall be allocated, among the Members prior to the allocation of Net Profits or Net Losses pursuant to Section 6.03, to the extent necessary to cause their Capital Accounts to be in proportion to their Percentage Interests.

Special Allocations. Notwithstanding any other provisions provision of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain attributable to a Series during any Partnership taxable yearperiod, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(21.704-2(g)(2) and (j)(2)(i1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(b6.1(d), each Partner’s 's Adjusted Capital Account balance for such Series 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 6.1 6.1(d) with respect to such taxable yearperiod (other than an allocation pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii)). This Section 6.1(b)(i6.1(d)(i) is intended to comply with the minimum gain Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any Partnership taxable yearperiod, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year period shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Section Sections 1.704-2(i)(4) and (j)(2)(ii1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(b6.1(d), each Partner’s 's Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.16.1(d), other than Section 6.1(b)(i6.1(d)(i) aboveand other than an allocation pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii), with respect to such taxable yearperiod. This Section 6.1(b)(ii6.1(d)(ii) is intended to comply with the partner nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (ia) Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Minimum Gain attributable to a Series during any taxable year, each Partner of such Series shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in In the event any Partner a Member unexpectedly receives an any adjustment, allocation or distribution described in Treasury Regulation Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Seriesthat causes or increases an Adjusted Capital Account Deficit, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross partnership income and gain shall be specially allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated such Member so as to the Series LH Partners pursuant to this Section 6.1(b)(iv) for eliminate such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit negative balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.1(b)(v3.2(a) shall be made only if and to the extent that such Partner the Member would have a deficit balance in its an Adjusted Capital Account for such Series Deficit after all other allocations provided for in this Section 6.1(b) (other than Section 6.1(b)(iii)) Article 3 have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v3.2(a) were not in this Agreement. (vi) Nonrecourse Deductions attributable Schedule J. This subparagraph is intended to constitute a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation “qualified income offset” under Section 1.704-2(i). If more than one Partner bears 1(b)(2)(ii)(d) of the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) Regulations and shall be interpreted consistently therewith. (viiib) If a Member has a deficit Capital Account at the end of any taxable year that exceeds the sum of (i) the amount that Member is obligated to restore, and (ii) the amount the Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), then each such Member shall be specially allocated items of income and gain of the Nevada JV in the amount of the excess as quickly as possible, provided that an allocation pursuant to this Section 3.2(b) shall be made if and only to the extent that the Member would have a deficit in such Member’s Capital Account after all other allocations provided for in this Article 3 have been tentatively made without considering this Section 3.2(b). (c) Nonrecourse Deductions for any Fiscal Year of Nevada JV shall be allocated rateably among the Members based upon the manner in which such Members are entitled to share in distributions under Section 8.1(b)(ii) of the Agreement. (d) Except as otherwise provided in Section 1.704-2(f) of the Treasury Regulations, if there is a net decrease in Partnership Minimum Gain for any Fiscal Year of Nevada JV, each Member shall be specially allocated items of partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (j)(2) of the Treasury Regulations. This Section 3.2(d) is intended to comply with the minimum gain chargeback requirement in said section of the Treasury 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 Member pursuant hereto. (e) Except as otherwise provided in Section 1.704-2(i)(4) of the Treasury Regulations, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year of Nevada JV, each Member who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt to the extent and in the manner required by Section 1.704-2(i) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Treasury Regulations. This Section 3.2(e) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Treasury Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion to the respective amounts to be allocated to each Member pursuant hereto. (f) Partner Nonrecourse Deductions for any Fiscal Year of Nevada JV or other applicable period with respect to a Partner Nonrecourse Debt shall be specially allocated to the Members that bear the economic risk of loss for such Partner Nonrecourse Debt (as determined under Sections 1.704-2(b)(4) and 1.704-2(i)(1) of the Treasury Regulations.) (g) To the extent an adjustment to the adjusted tax basis of any asset of Nevada JV, pursuant to Code Sections Section 734(b) or Section 743(b) is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m1(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 a the result of a distribution to a Member in complete liquidation of a Partnersuch Member’s Partnership Interest interest in a SeriesNevada JV, 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 Partners Members in a manner consistent accordance with their interests in Nevada JV in the manner event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in which their Series Capital Accounts are required to be adjusted pursuant to such provisionsthe event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Special Allocations. (a) Notwithstanding any other provisions provision of this Section 6.1Sections 4.7 to the contrary, the following special allocations no allocation of Company losses shall be made on to a Series by Series basis Member if it would cause the Member to have an Adjusted Capital Account Deficit. Allocations of Company losses that would be made to a Member but for this Section 4.8(a) shall instead be made to other Members pursuant to Section 4.7 to the extent not inconsistent with this Section 4.8(a). (b) Notwithstanding anything herein to the contrary, in the following order for each taxable period:event any Member unexpectedly receives any adjustments, allocations or distributions described in paragraphs (b)(2)(ii)(d)(4), (5) or (6) of Treasury Regulations Section 1.704-1, there shall be specially allocated to such Member such items of Company income and gain, at such times and in such amounts as will eliminate as quickly as possible that portion of any deficit in its Capital Account caused or increased by such adjustments, allocations or distributions. (ic) Notwithstanding any other provision of this Section 6.1Article IV, if there is a net decrease in Minimum Gain attributable to a Series Company minimum gain or Member nonrecourse debt minimum gain (determined in accordance with the principles of Treasury Regulation Sections 1.704-2(d) and 1.704-2(i)) during any Company taxable year, each Partner of such Series the Members shall be allocated items of Company income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulation Sections 1.704-2(f)(6), (g)(22(g) and (j)(2)(i1.704-2(i)(5). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series The items to be so allocated 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 determined in accordance with Treasury Regulation Section 6.1 with respect to such taxable year1.704-2(f). This Section 6.1(b)(iparagraph (c) is intended to comply with the minimum gain chargeback requirement requirements in such Treasury Regulation Section 1.704-2(f) Regulations and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year including that no chargeback shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application extent of any other allocations pursuant to this Section 6.1, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as exceptions provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(42(f) and 1.704-2(i)(4). (d) To the extent permitted by the Code and the Treasury Regulations thereunder, (5) or (6) attributable to a Series, any special allocations of items of income and or gain of such Series pursuant to Section 4.8(a), Section 4.8(b) or Section 4.8(c) shall be taken into account in computing subsequent allocations of Company income or loss pursuant to Section 4.7 so that the net amount allocated to such Partner in an amount and manner sufficient the Members pursuant to eliminatethis Section 4.8 shall, to the extent required by possible, be equal to the net amounts that would have been allocated to each such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated Member pursuant to Sections 6.1(b)(ithe provisions of Section 4.7 if the allocations pursuant to Section 4.8(a), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d4.8(b) and shall be interpreted consistently therewithSection 4.8(c) had not occurred. (ive) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) If any Interest in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners Company is Transferred or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners otherwise adjusted during any Fiscal Period in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply compliance with the provisions of Treasury Regulation Section 1.704-2(i) this Agreement, each item of income, gain, loss, expense, deduction and credit and all other items attributable to such Interest for such period shall be interpreted consistently therewithdivided and allocated between the transferor Member and the transferee Member by taking into account their varying Interests during such period in accordance with Section 706(d) of the Code, using any conventions permitted by law and approved by the affected Members. All distributions on or before the date of such Transfer shall be made to the transferor Member, and all distributions thereafter shall be made to the transferee Member. (viiif) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Sections Section 734(b) or Code Section 743(b) is required, required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a SeriesAccounts, the amount of such 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 such basisthe basis of the asset), and such item of gain or loss shall be specially allocated to the Partners Members in a the manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisionsthat Treasury Regulation.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the The following special allocations shall be made on a Series by Series basis in the following order for each taxable periodorder: (i) Notwithstanding 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Section 6.1, if there is a net decrease in Minimum Gain attributable to a Series during any taxable yearArticle 4, each Partner shall receive such special allocations of such Series shall be allocated items of Partnership income and gain attributable as are required in order to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in conform to Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith2. (ii) Notwithstanding the 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provisions provision of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a SeriesArticle 4, items of income and gain of such Series shall be specially allocated to such Partner the Partners in an amount and a manner sufficient to eliminate, to that complies with the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a “qualified income offset described in offset” requirement of Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith1(b)(2)(ii)(d)(3). (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in 4.4.3. In the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any a Partner has a deficit balance in its Adjusted Capital Account attributable to a Series balance at the end of any taxable yearfiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Partner shall be specially allocated items of gross Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such Series fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the amount of such excess as quickly as possible; provided, however, that an any allocation pursuant to under this Section 6.1(b)(v) 4.4.3 shall be made only if and to the extent that such a Partner would have a deficit Capital Account balance in its Adjusted Capital Account for excess of such Series sum after all other allocations provided for in this Section 6.1(b) (other than Section 6.1(b)(iii)) Article 4 have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) 4.4.3 were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) 4.4.4. Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 Partners in a manner consistent with the manner in which they share the economic risk of loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt. 4.4.5. Each Nonrecourse Deduction of the Partnership shall be specially allocated to the Partners, pro rata, in proportion to their Series Capital Accounts are required respective Percentage Interests. 4.4.6. The amounts of any Partnership income, gain, loss or expense available to be adjusted specially allocated pursuant to such provisionsthis Section 4.4 shall be determined by applying rules analogous to those set forth in Section 1.1.86 as modified by Sections 1.1.86.1 through 1.1.86.5.

Special Allocations. Notwithstanding any other provisions of this Section 6.1(a) In the event, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (i) Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Minimum Gain attributable to a Series during any taxable year, each Partner of such Series shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner Member unexpectedly receives an any adjustment, allocation or distribution described in Treasury Regulation Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Seriesthat causes or increases an Adjusted Capital Account Deficit, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross partnership income and gain shall be specially allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated such Member so as to the Series LH Partners pursuant to this Section 6.1(b)(iv) for eliminate such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit negative balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.1(b)(v3.2(a) shall be made only if and to the extent that such Partner the Member would have a deficit balance in its an Adjusted Capital Account for such Series Deficit after all other allocations provided for in this Section 6.1(b) (other than Section 6.1(b)(iii)) Article 3 have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v3.2(a) were not in this Agreement. (vi) Nonrecourse Deductions attributable Schedule J. This subparagraph is intended to constitute a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation “qualified income offset” under Section 1.704-2(i). If more than one Partner bears 1(b)(2)(ii)(d) of the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) Regulations and shall be interpreted consistently therewith. (viiib) If a Member has a deficit Capital Account at the end of any taxable year that exceeds the sum of (i) the amount that Member is obligated to restore, and (ii) the amount the Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704 2(g)(1) and 1.704 2(i)(5), then each such Member shall be specially allocated items of income and gain of the Nevada JV in the amount of the excess as quickly as possible, provided that an allocation pursuant to this Section 3.2(b) shall be made if and only to the extent that the Member would have a deficit in such Member’s Capital Account after all other allocations provided for in this Article 3I have been tentatively made without considering this Section 3.2(b). (c) Nonrecourse Deductions for any Fiscal Year of Nevada JV shall be allocated rateably among the Members based upon the manner in which such Members are entitled to share in distributions under Section 8.1(b)(ii) of the Agreement. (d) Except as otherwise provided in Section 1.704-2(f) of the Treasury Regulations, if there is a net decrease in Partnership Minimum Gain for any Fiscal Year of Nevada JV, each Member shall be specially allocated items of partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (j)(2) of the Treasury Regulations. This Section 3.2(c) is intended to comply with the minimum gain chargeback requirement in said section of the Treasury 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 Member pursuant hereto. (e) Except as otherwise provided in Section 1.704-2(i)(4) of the Treasury Regulations, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year of Nevada JV, each Member who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt to the extent and in the manner required by Section 1.704-2(i) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Treasury Regulations. This Section 3.2(d) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Treasury Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion to the respective amounts to be allocated to each Member pursuant hereto. (f) Partner Nonrecourse Deductions for any Fiscal Year of Nevada JV or other applicable period with respect to a Partner Nonrecourse Debt shall be specially allocated to the Members that bear the economic risk of loss for such Partner Nonrecourse Debt (as determined under Sections 1.704-2(b)(4) and 1.704-2(i)(1) of the Treasury Regulations.) (g) To the extent an adjustment to the adjusted tax basis of any asset of Nevada JV, pursuant to Code Sections Section 734(b) or Section 743(b) is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m1(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 a the result of a distribution to a Member in complete liquidation of a Partnersuch Member’s Partnership Interest interest in a SeriesNevada JV, 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 Partners Members in a manner consistent accordance with their interests in Nevada JV in the manner event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in which their Series Capital Accounts are required to be adjusted pursuant to such provisionsthe event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Special Allocations. Notwithstanding any other provisions of this Section 6.16.2, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (i) Notwithstanding any other provision of this Section 6.16.2, if there is a net decrease in Minimum Gain attributable to a Series during any taxable year, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b6.2(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 6.2 with respect to such taxable year. This Section 6.1(b)(i6.2(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 6.2 (other than Section 6.1(b)(i6.2(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of Partnership income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b6.2(b), each Partner’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 6.16.2, other than Section 6.1(b)(i6.2(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii6.2(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i6.2(b)(i) and 6.1(b)(ii6.2(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series), items of Partnership income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i6.2(b)(i), 6.1(b)(ii), 6.1(b)(iv6.2(b)(ii) or 6.1(b)(v6.2(b)(iv). This Section 6.1(b)(iii6.2(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of Partnership gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v6.2(b)(iv) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b6.2(b) (other than Section 6.1(b)(iii6.2(b)(iii)) have been tentatively made as if Section 6.1(b)(iii6.2(b)(iii) and this Section 6.1(b)(v6.2(b)(iv) were not in this Agreement. (viv) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such SeriesSharing Ratios. (viivi) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii6.2(b)(vi) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viiivii) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Seriesthe Partnership, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions provision of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain attributable to a Series during any Partnership taxable yearperiod, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(21.704-2(g)(2) and (j)(2)(i1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(b6.1(c), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 6.1(c) with respect to such taxable yearperiod (other than an allocation pursuant to Sections 6.1(c)(vi) and 6.1(c)(vii)). This Section 6.1(b)(i6.1(c)(i) is intended to comply with the minimum gain Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above6.1(c)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any Partnership taxable yearperiod, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year period shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Section Sections 1.704-2(i)(4) and (j)(2)(ii1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(b6.1(c), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.16.1(c), other than Section 6.1(b)(i6.1(c)(i) aboveand other than an allocation pursuant to Sections 6.1(c)(vi) and 6.1(c)(vii), with respect to such taxable yearperiod. This Section 6.1(b)(ii6.1(c)(ii) is intended to comply with the partner nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (i) Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Section 6.11.704-2(i) of the Regulations), if there is a net decrease in Minimum Gain attributable to a Series during any taxable yearany, each Partner of such Series the Partnership shall be allocated items to the Partner that bears the economic risk of income loss within the meaning of Section 1.704-2(i) of the Regulations, and gain attributable to such Series for such year (andii) “nonrecourse deductions” (as defined in Section 1.704-2(b) of the Regulations) and “excess nonrecourse liabilities” (as defined in Section 1.752-3(a)(3) of the Regulations), if necessaryany, subsequent taxable years) in of the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 Partnership with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and each period shall be interpreted consistently therewithallocated among the Partners in accordance with their respective Percentage Interests. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year This Agreement shall be allocated items of deemed to include “qualified income offset,” “minimum gain chargeback” and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the “partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation chargeback” provisions within the meaning of the Regulations under Section 1.704-2(i)(4704(b) and of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be interpreted consistently therewithallocated to the Partners on a priority basis to the extent and in the manner required by such provisions. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) aboveNotwithstanding any other provision of this Agreement, in the event no allocation of Losses or items of deduction or expense shall be made to any Partner unexpectedly receives an adjustmentto the extent that the effect of such allocation would be to cause the Partner to have a negative balance in its Capital Account, allocation after taking into account any adjustments, allocations or distribution distributions described in Treasury Regulation Sections Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Seriesof the Regulations, items in excess of income and gain the maximum amount of such Series shall be allocated to negative balance such Partner in an amount and manner sufficient would be obligated (or deemed obligated under the Regulations) to eliminate, contribute to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewithPartnership upon liquidation. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to To the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Sections Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)) of the Regulations, to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a SeriesAccounts, 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 Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisionssection of the Regulations. (v) If the interest of any Partner in the Partnership changes during a taxable year the principles of Section 706 of the Code and the Regulations thereunder shall be applied, as reasonably determined by the Designated Partner, to account for such change.

Special Allocations. Notwithstanding Before any other provisions of this allocations are made pursuant to Section 6.1, Section 6.2 or Section 14 (as such Sections may be modified by Section 6.5), the following special allocations shall be made on a Series by Series basis in the following order for each taxable periodorder: 6.3.1 The Manager may make such special allocations, and apply Sections 6.1 and 6.2 with such modifications, as it determines to be appropriate (i) Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Minimum Gain attributable to a Series during any taxable year, each Partner of such Series shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the rules set forth in the Treasury Regulations under Section 704(b) of the Code governing (a) allocations of "nonrecourse deductions," "partner nonrecourse deductions" and other items lacking "economic effect" and (b) "minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) chargebacks" and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the "partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4chargebacks," and (ii) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable for this Agreement to contain a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a "qualified income offset described in offset" provision within the meaning of the Treasury Regulation Regulations under Section 1.704-1(b)(2)(ii)(d704(b) and shall be interpreted consistently therewith. (iv) After giving effect to of the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) Code. In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; providedno event, however, that an allocation pursuant shall any such special allocations or modifications affect the amount or timing of any distribution to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreementany Member hereunder. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) 6.3.2 To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Code Sections Section 734(b) or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)l(b)(2)(iv)(m) of the Treasury Regulations, to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Seriescapital accounts, the amount of such adjustment to the Capital Accounts 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 basisthe basis of the asset), and such item of gain or loss shall be specially allocated to the Partners Members in a manner that is consistent with the manner in which their Series Capital Accounts capital accounts are required to be adjusted pursuant to Section 1.704-l(b)(2)(iv)(m) of the Treasury Regulations. 6.3.3 To the extent that any portion of the Management Fee payment is determined by the Manager to be a distribution to any Member and not a guaranteed payment within the meaning of Section 707(c) of the Code (or a payment for services provided in a non-Member capacity), an amount of gross income of the Company equal to the amount of such provisionspayment (and, to the extent possible, of the same character as the income of the Company giving rise to such payment) shall be specially allocated to such Member. 6.3.4 There shall be specially allocated to the Class A Member all fees and expenses of the Company related to the Fund B Escrow Account. 6.3.5 For any fiscal year or other accounting period of the Company, there shall be specially allocated to the Class C Member its share of any fees and expenses related to Funded Securities as provided in Section 9.4 and such other items of Company income, gain, loss and deduction attributable to Funded Securities as are necessary for its Adjusted Capital Account Balance to equal, to the extent possible, its Target Capital Account Balance as of the close of such fiscal year or other accounting period. The items allocated to the Class C Member pursuant to this Section 6.3.5 shall be drawn from all of the Company's items of income, gain, loss and deduction attributable to Funded Securities in a manner that is fair and equitable and consistent with the distributions to be made to, and the expenses to be borne by, the Class C Member hereunder.

Special Allocations. (a) Notwithstanding any other provisions provision of this Section 6.1Agreement, the following special allocations shall be made on a Series by Series basis in the following order for each taxable Fiscal Year or other period: (i) Notwithstanding any other provision of this Section 6.17.04, if there is a net decrease in Company Minimum Gain attributable to a Series during any taxable yearperiod, each Partner of such Series Member shall be allocated items of Company income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Sections Treas. Reg. § 1.704-2(f)(62(f), (g)(2) and (j)(2)(ij). For purposes of this Section 6.1(b)7.04, each PartnerMember’s Adjusted Capital Account balance for such Series shall be determined, 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 6.1 Article 6 with respect to such taxable yearperiod. This Section 6.1(b)(i7.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treasury Regulation Section Treas. Reg. § 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 7.04 (other than Section 6.1(b)(i7.04(a)(i) above), if there is a net decrease in Partner Member Nonrecourse Debt Minimum Gain attributable to a Series during any taxable yearperiod, any Partner Member with a share of such Partner Member Nonrecourse Debt Minimum Gain at the beginning of such taxable year period shall be allocated items of Company income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Section Treas. Reg. § 1.704-2(i)(4) and (j)(2)(iij)(2). For purposes of this Section 6.1(b)7.04, each PartnerMember’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 6.17.04(a), other than Section 6.1(b)(i7.04(a)(i) above, with respect to such taxable yearperiod. This Section 6.1(b)(ii7.04(a)(ii) is intended to comply with the partner Member nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section Treas. Reg. § 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i7.04(a)(i) and 6.1(b)(ii7.04(a)(ii) above, in the event any Partner Member unexpectedly receives an adjustmentany adjustments, allocation allocations or distribution distributions described in Treasury Regulation Sections Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series), items of Company income and gain of such Series shall be specially allocated to such Partner Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury RegulationRegulations, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustmentadjustments, allocation allocations or distribution distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d7.04(a)(i) and shall be interpreted consistently therewith7.04(a)(ii). (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner Member has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable yearperiod, such Partner Member shall be specially allocated items of Company gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v7.04(a)(iv) shall be made only if and to the extent that such Partner Member would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)7.04(a) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v7.04(a)(iv) were not in this Agreement. (viv) Nonrecourse Deductions attributable to a Series for any taxable year period shall be allocated to the Partners of such Series Members in accordance with their Percentage Interests for such SeriesInterests. (viivi) Partner Member Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year period shall be allocated 100% to the Partner Member that bears the Economic Risk of Loss with respect to the Partner Member Nonrecourse Debt to which such Partner Member Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section Treas. Reg. § 1.704-2(i). If more than one Partner Member bears the Economic Risk of Loss with respect to a Partner Member Nonrecourse Debt, Partner Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners Members in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions provision of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain attributable to a Series during any Partnership taxable yearperiod, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(21.704-2(g)(2) and (j)(2)(i1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 6.1(b) with respect to such taxable yearperiod (other than an allocation pursuant to Sections 6.1(b)(vi) and 6.1(b)(vii)). This Section 6.1(b)(i) is intended to comply with the minimum gain Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any Partnership taxable yearperiod, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year period shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Section Sections 1.704-2(i)(4) and (j)(2)(ii1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.16.1(b), other than Section 6.1(b)(i), Sections 6.1(b)(vi) aboveand 6.1(b)(vii), with respect to such taxable yearperiod. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the The following special allocations shall be made on a Series by Series basis in the following order for each taxable periodorder: (i) Notwithstanding 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Section 6.1, if there is a net decrease in Minimum Gain attributable to a Series during any taxable yearArticle 4, each Partner shall receive such special allocations of such Series shall be allocated items of Partnership income and gain attributable as are required in order to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in conform to Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith2. (ii) Notwithstanding the 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provisions provision of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a SeriesArticle 4, items of income and gain of such Series shall be specially allocated to such Partner the Partners in an amount and a manner sufficient to eliminate, to that complies with the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a “qualified income offset described in offset” requirement of Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith1(b)(2)(ii)(d)(3). (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in 4.4.3. In the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any a Partner has a deficit balance in its Adjusted Capital Account attributable to a Series balance at the end of any taxable yearfiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Partner shall be specially allocated items of gross Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such Series fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the amount of such excess as quickly as possible; provided, however, that an any allocation pursuant to under this Section 6.1(b)(v) 4.4.3 shall be made only if and to the extent that such a Partner would have a deficit Capital Account balance in its Adjusted Capital Account for excess of such Series sum after all other allocations provided for in this Section 6.1(b) (other than Section 6.1(b)(iii)) Article 4 have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) 4.4.3 were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) 4.4.4. Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 Partners in a manner consistent with the manner in which they share the economic risk of loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt. 4.4.5. Each Nonrecourse Deduction of the Partnership shall be specially allocated to the Partners, pro rata, in proportion to their Series Capital Accounts are required respective Percentage Interests. 4.4.6. The amounts of any Partnership income, gain, loss or expense available to be adjusted specially allocated pursuant to such provisionsthis Section 4.4 shall be determined by applying rules analogous to those set forth in Section 1.1.69 as modified by Sections 1.1.69.1 through 1.1.69.5.

Special Allocations. Notwithstanding any other provisions of this Section 6.15.4, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (i) Nonrecourse Deductions for any taxable year shall be allocated to the Members in accordance with their respective Units held. (ii) 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 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 such Members in accordance with the ratios in which they share such Economic Risk of Loss. This Section 5.4(c)(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 of this Section 6.16.2, if there is a net decrease in Minimum Gain attributable to a Series during any taxable year, each Partner of such Series Member shall be allocated items of Company income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b5.4(c), each PartnerMember’s Adjusted Capital Account balance for such Series 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 6.1 5.4 with respect to such taxable year. This Section 6.1(b)(i5.4(c)(iii) is intended to comply with the partner minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (iiiv) Notwithstanding the other provisions of this Section 6.1 6.2 (other than Section 6.1(b)(i6.2(c)(iii) above), if there is a net decrease in Partner Member Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner Member with a share of such Partner Member Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of Company income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b5.4(c), each PartnerMember’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 6.15.4, other than Section 6.1(b)(i5.4(c)(iii) above, with respect to such taxable year. This Section 6.1(b)(ii5.4(c)(iv) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-1.704 2(i)(4) and shall be interpreted consistently therewith. (iiiv) Except as provided in Sections 6.1(b)(i5.4(c)(iii) and 6.1(b)(ii5.4(c)(iv) above, in the event any Partner Member unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series), items of Company income and gain of such Series shall be allocated to such Partner Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(iSection 5.4(c)(iii), 6.1(b)(ii), 6.1(b)(iv5.4(c)(iv) or 6.1(b)(v5.4(c)(vi). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (vvi) In the event any Partner Member has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner Member shall be allocated items of Company gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v5.4(c)(vi) shall be made only if and to the extent that such Partner Member would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b5.4(c) (other than Section 6.1(b)(iii5.4(c)(v)) have been tentatively made as if Section 6.1(b)(iii5.4(c)(v) and this Section 6.1(b)(v5.4(c)(vi) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a PartnerMember’s Partnership Interest in a Seriesthe 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 asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be allocated to the Partners Members in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the following special allocations (a) Loss attributable to Partner Nonrecourse Debt shall be made on a Series by Series basis allocated in the following order for each taxable period: (i) Notwithstanding any other provision of this manner required by Regulations Section 6.1, if 1.704-2(i). If there is a net decrease during a taxable year in Partner Minimum Gain attributable to a Series during any taxable yearGain, each Partner of such Series shall be allocated items of income and gain attributable to such Series Income for such taxable year (and, if necessary, for subsequent taxable years) shall be allocated to the Limited Partners in the manner amounts and amounts provided in Treasury Regulation Sections of such character as is determined according to Regulations Section 1.704-2(f)(62(i)(4), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i5.2(a) is intended to comply be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the minimum gain chargeback requirement in Treasury Regulation requirements of Regulations Section 1.704-2(f) 2(i)(4), and shall be interpreted consistently in a manner consistent therewith. (iib) Notwithstanding the other provisions of this Except as otherwise provided in Section 6.1 (other than Section 6.1(b)(i) above5.2(a), if there is a net decrease in Partner Nonrecourse Debt Partnership Minimum Gain attributable to a Series during any taxable year, any each Limited Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series Income for such taxable year (and, if necessary, for subsequent taxable years) in the manner amounts and amounts provided in Treasury Regulation of such character as is determined according to Regulations Section 1.704-2(i)(4) and (j)(2)(ii2(f). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii5.2(b) is intended to comply be a “minimum gain chargeback” provision that complies with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation requirements of Regulations Section 1.704-2(i)(4) 2(f), and shall be interpreted consistently in a manner consistent therewith. (iiic) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event If any Limited Partner that unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Serieshas an Adjusted Capital Account Deficit as of the end of any taxable year, items computed after the application of income Section 5.2(a) and gain Section 5.2(b) but before the application of any other provision of Section 5.1 and Section 5.2, then Income for such Series taxable year shall be allocated to such Limited Partner in an amount and manner sufficient to eliminate, to the extent required by eliminate such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution Deficit as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v)possible. This Section 6.1(b)(iii5.2(c) is intended to constitute be a “qualified income offset 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. (ivd) After giving effect to Income and Loss described in clause (d) of the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items definition of Partnership gross income and gain Gross Asset Value shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series that the adjustments to the Capital Accounts are required to be adjusted made pursuant to Regulations Section 1.704-1(b)(2)(iv)(m). (e) The allocations set forth in Section 5.2(a) through Section 5.2(d) inclusive (the “Regulatory Allocations”) are intended to comply with certain requirements of Section 1.704-1(b) and 1.704-2 of the Regulations. The Regulatory Allocations may not be consistent with the manner in which the Limited Partners intend to allocate Income and Loss of the Partnership or to make Distributions. Accordingly, notwithstanding the other provisions of Sections 5.1 and 5.2, but subject to the Regulatory Allocations, items of Income and Loss of the Partnership shall be allocated among the Limited Partners so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Account balances of the Limited Partners 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 Limited Partners anticipate that this shall be accomplished by specially allocating other Income and Loss among the Limited Partners so that, to the extent possible, the net amount of Regulatory Allocations and such provisionsspecial allocations to each such Limited Partner is zero.

Special Allocations. Notwithstanding Before any other provisions of this allocations are made pursuant to Section 6.1, Section 6.2 or Section 14 (as such Sections may be modified by Section 6.5), the following special allocations shall be made on a Series by Series basis in the following order for each taxable periodorder: 6.3.1 The Manager may make such special allocations, and apply Sections 6.1 and 6.2 with such modifications, as it determines to be appropriate (i) Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Minimum Gain attributable to a Series during any taxable year, each Partner of such Series shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the rules set forth in the Treasury Regulations under Section 704(b) of the Code governing (a) allocations of "nonrecourse deductions," "partner nonrecourse deductions" and other items lacking "economic effect" and (b) "minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) chargebacks" and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the "partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4chargebacks," and (ii) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable for this Agreement to contain a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a "qualified income offset described in offset" provision within the meaning of the Treasury Regulation Regulations under Section 1.704-1(b)(2)(ii)(d704(b) and shall be interpreted consistently therewith. (iv) After giving effect to of the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) Code. In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; providedno event, however, that an allocation pursuant shall any such special allocations or modifications affect the amount or timing of any distribution to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreementany Member hereunder. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) 6.3.2 To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Code Sections Section 734(b) or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)l(b)(2)(iv)(m) of the Treasury Regulations, to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Seriescapital accounts, the amount of such adjustment to the Capital Accounts 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 basisthe basis of the asset), and such item of gain or loss shall be specially allocated to the Partners Members in a manner that is consistent with the manner in which their Series Capital Accounts capital accounts are required to be adjusted pursuant to Section 1.704-l(b)(2)(iv)(m) of the Treasury Regulations. 6.3.3 To the extent that any portion of the Management Fee payment is determined by the Manager to be a distribution to any Member and not a guaranteed payment within the meaning of Section 707(c) of the Code (or a payment for services provided in a non-Member capacity), an amount of gross income of the Company equal to the amount of such provisionspayment (and, to the extent possible, of the same character as the income of the Company giving rise to such payment) shall be specially allocated to such Member. 6.3.4 Any interest or other expense incurred by the Company in connection with any borrowing made pursuant to Section 5.3 shall be specially allocated to CDI.

Special Allocations. Notwithstanding any other provisions of this Section 6.1For each Fiscal Year or period thereof, the following special allocations items of Income and Loss shall be specially allocated to the Partners as follows, before allocations of Net Income or Net Loss are made on a Series by Series basis in the following order for each taxable periodpursuant to Section 4.1: (ia) Notwithstanding any other provision of this Section 6.1, if there is If a net decrease in Minimum Gain attributable to a Series during any taxable year, each Partner of such Series shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an any adjustment, allocation or distribution described in Treasury Regulation Sections regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series), items of income and gain of such Series (including gross income) shall be specially allocated to such the Partner in an amount and manner sufficient to eliminate, to the extent required by such the Treasury Regulationregulations, the deficit balance, if any, balance in its Adjusted the Partner's Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v)possible. This Section 6.1(b)(iii4.2(a) is intended to constitute a qualified income offset described in shall be interpreted consistently with Treasury Regulation regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith). (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viiib) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to under Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), required to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Seriesunder Treasury regulations Section 1.704-1(b)(2)(iv)(m), the amount of such adjustment to the Capital Accounts Account adjustment shall be included in determining items of Income or Loss and treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), the basis of the asset) and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted by such Treasury regulation. (c) To minimize any distortions in the manner that the Partners would have shared distributions if the special allocations required by Section 4.2(a) and Section 4.2(b) (the "REGULATORY ALLOCATIONS") had not been part of this Agreement, the General Partner may specially allocate to the Partners offsetting items of Income or Loss so that the net amounts allocated to each Partner pursuant to such provisionsSections 4.1 and Section 4.2 will, to the extent possible, equal the net amounts that would have been allocated to each Partner pursuant to Section 4.1 if the Regulatory Allocations had not been part of this Agreement.

Special Allocations. Notwithstanding At the end of each Fiscal Year and notwithstanding any other provisions provision of this Section 6.110.2, the following special allocations shall be made on a Series by Series basis in the following order both for each taxable periodCapital Account and for federal income tax purposes unless otherwise provided: (ia) Notwithstanding any other provision In accordance with the ordering rules of this Treasury Regulation Section 6.11.704-2(j), if there is a net decrease in Minimum Gain attributable to a Series during any taxable year, each Partner items of such Series gross income and realized gain first shall be allocated items in an amount and in a manner that complies with the “chargeback” requirement of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections Section 1.704-2(f)(62(i)(4), (g)(2) and (j)(2)(ithe “qualified income offset” requirement of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the “minimum gain chargeback chargeback” requirement in of Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year. Further, any Partner with a share “partner non-recourse deductions” within the meaning of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (62(i)(2) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704“partner non-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain recourse debt” shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until Member who bears the aggregate amounts “economic risk of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) loss” for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable debt in accordance with Treasury Regulation Section 1.704-2(i). Any losses in excess of the losses allowable to the Members pursuant to the Treasury Regulations promulgated under Code Section 704(b) shall first be allocated to the extent allowable hereunder to Members who are not precluded from receiving such allocations by the preceding provisions of this subparagraph (a), if any, and shall thereafter be allocated as provided in Section 10.2. (b) If more than one Partner bears a taxing authority ignores the Economic Risk characterization of Loss with respect any amounts paid to a Partner Nonrecourse DebtMember (or an Affiliate thereof) as salaries, Partner Nonrecourse Deductions attributable thereto management fees, commissions, interest or other compensation for services (“Compensation”), and refuses to treat such payments as either guaranteed payments within the meaning of Code Section 707(c) or payments made to such Member other than in such Member’s capacity as a “partner” within the meaning of Code Section 707(a), and such taxing authority ultimately treats such amounts paid to a Member (or an affiliate thereto) as a distribution to such Member for federal income tax purposes which reduces such Member’s Capital Account, then the Compensation shall be treated as an allocation of an item of income or gain of the Company to the recipient Member so that, consistent with the intent of the Members, the Compensation shall not be treated as a distribution which reduces the recipient Member’s Capital Account. Accordingly, such Member shall be allocated between or among such Partners the first available items of Company income and gain (including in accordance with a succeeding year) in an amount equal to the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewithCompensation. (viiic) To If the extent an adjustment to Company owns (x) any Property contributed by a Member that had a fair market value different from its adjusted basis for federal income tax purposes on the adjusted tax basis date of the contribution, or (y) any asset pursuant to Code Sections 734(b) or 743(b) is required, Property that has been revalued pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m1(b)(2)(iv)(f), then for federal income tax purposes only and not for Capital Account purposes, any income, gain, loss or deduction with respect to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 Property shall be allocated among the Members in accordance with Code Section 704(c) and the Treasury Regulations thereunder. Pursuant to the Partners “traditional method” of making Code Section 704(c) allocations described in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisionsTreasury Regulation Section 1.704-3(b).

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (i) Notwithstanding If the Partnership incurs any other provision item of this loss or deduction, where the Partnership is entitled to indemnification pursuant to Section 6.19.2 of the Master Formation and Equity Interest Purchase Agreement for such loss or deduction, if there is a net decrease in Minimum Gain attributable to a Series during any taxable year, each Partner then the item of such Series loss or deduction shall be allocated items to SG (if the item of income and gain loss or deduction is attributable to such Series for such year (and, if necessary, subsequent taxable yearsthe US Business) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series or shall be determinedallocated to SETI (if the item of loss or deduction is attributable to the Non-US Business). (ii) Any deduction arising from the amortization or impairment of any goodwill, and the allocation of income or gain required hereunder up to an amount equal to $350,000,000, shall be effected, prior allocated fifty percent (50%) to the application of any other allocations pursuant SG and fifty percent (50%) to this Section 6.1 with respect to such taxable year. This Section 6.1(b)(iRBS. (iii) Clause 11 is intended to comply with Section 704(b) of the minimum gain chargeback requirement in Code and the Treasury Regulation Regulations thereunder, including the “alternative test for economic effect” under Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii1(b)(ii)(d). For purposes of this Section 6.1(b)Notwithstanding Clause 11.3.2, each Partner’s Adjusted Capital Account balance the Partnership shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of make any other allocations pursuant to this Section 6.1, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury RegulationRegulations, including “qualified income offset” and “minimum gain chargeback” allocations and allocations relating to any nonrecourse debt of the deficit balancePartnership, if any, prior to making the allocations set forth in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation Clause 11.3.2 or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(ivin Clause 11.3.3(i) or 6.1(b)(v(ii). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner Member has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable yearFiscal Year which is in excess of the sum of (a) the amount such Member is obligated to restore, if any, pursuant to any provision of this Agreement and (b) the amount such Partner Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of gross Partnership income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(vClause 11.3.3(iv) shall be made only if and to the extent that such Partner a Member would have a deficit balance in its Adjusted Capital Account for in excess of such Series sum after all other allocations provided for in this Section 6.1(b) (other than Section 6.1(b)(iii)) Clause 11 have been tentatively made as if Section 6.1(b)(iiithe second sentence in Clause 11.3.3(iii) and this Section 6.1(b)(vClause 11.3.3(iv) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the following special allocations (a) Loss attributable to Member Nonrecourse Debt shall be made on a Series by Series basis allocated in the following order for each taxable period: (i) Notwithstanding any other provision of this manner required by Regulations Section 6.1, if 1.704-2(i). If there is a net decrease during a taxable year in Member Minimum Gain attributable to a Series during any taxable yearGain, each Partner of such Series shall be allocated items of income and gain attributable to such Series Income for such taxable year (and, if necessary, for subsequent taxable years) shall be allocated to the Members in the manner amounts and amounts provided in Treasury Regulation Sections of such character as is determined according to Regulations Section 1.704-2(f)(62(i)(4), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i4.2(a) is intended to comply be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the minimum gain chargeback requirement in Treasury Regulation requirements of Regulations Section 1.704-2(f) 2(i)(4), and shall be interpreted consistently in a manner consistent therewith. (iib) Notwithstanding the other provisions of this Except as otherwise provided in Section 6.1 (other than Section 6.1(b)(i) above4.2(a), if there is a net decrease in Partner Nonrecourse Debt Company Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year each Member shall be allocated items of income and gain attributable to such Series Income for such taxable year (and, if necessary, for subsequent taxable years) in the manner amounts and amounts provided in Treasury Regulation of such character as is determined according to Regulations Section 1.704-2(i)(4) and (j)(2)(ii2(f). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii4.2(b) is intended to comply be a “minimum gain chargeback” provision that complies with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation requirements of Regulations Section 1.704-2(i)(4) 2(f), and shall be interpreted consistently in a manner consistent therewith. (iiic) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event If any Partner Member that unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Serieshas an Adjusted Capital Account Deficit as of the end of any taxable year, items computed after the application of income Section 4.2(a) and gain 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 Series taxable year shall be allocated to such Partner Member in an amount proportion to, and manner sufficient to eliminate, to the extent required by of, such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v)Deficit. This Section 6.1(b)(iii4.2(c) is intended to constitute be a “qualified income offset offset” provision as described in Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisionstherewith.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the The following special allocations shall be made on a Series by Series basis in the following order for each taxable periodorder: (i) Notwithstanding 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Section 6.1, if there is a net decrease in Minimum Gain attributable to a Series during any taxable yearArticle 4, each Partner shall receive such special allocations of such Series shall be allocated items of Partnership income and gain attributable as are required in order to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in conform to Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith2. (ii) Notwithstanding the 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provisions provision of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a SeriesArticle 4, items of income and gain of such Series shall be specially allocated to such Partner the Partners in an amount and a manner sufficient to eliminate, to that complies with the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a “qualified income offset described in offset” requirement of Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith1(b)(2)(ii)(d)(3). (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in 4.4.3. In the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any a Partner has a deficit balance in its Adjusted Capital Account attributable to a Series balance at the end of any taxable yearfiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Partner shall be specially allocated items of gross Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such Series fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the amount of such excess as quickly as possible; provided, however, that an any allocation pursuant to under this Section 6.1(b)(v) 4.4.3 shall be made only if and to the extent that such a Partner would have a deficit Capital Account balance in its Adjusted Capital Account for excess of such Series sum after all other allocations provided for in this Section 6.1(b) (other than Section 6.1(b)(iii)) Article 4 have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) 4.4.3 were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) 4.4.4. Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 Partners in a manner consistent with the manner in which they share the economic risk of loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt. 4.4.5. Each Nonrecourse Deduction of the Partnership shall be specially allocated to the Partners, pro rata, in proportion to their Series Capital Accounts are required respective Percentage Interests. 4.4.6. The amounts of any Partnership income, gain, loss or expense available to be adjusted specially allocated pursuant to such provisionsthis Section 4.4 shall be determined by applying rules analogous to those set forth in Section 1.1.81 as modified by Sections 1.1.81.1 through 1.1.81.5.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (i) Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Minimum Gain attributable to a Series during any taxable year, each Partner of such Series shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years;; and (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c6.3(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e6.3(c) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the The following special allocations shall be made on a Series by Series basis in the following order for each taxable periodorder: (ia) Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(f), and notwithstanding any other provision of this Section 6.1Article VIII, if there is a net decrease in Partnership Minimum Gain attributable to a Series during any taxable yearFiscal Year, each Partner of such Series shall be specially allocated items of Partnership income and gain attributable to such Series for such year Fiscal Year (and, if necessary, subsequent taxable yearsFiscal Years) in an amount equal to such Partner’s share of the manner and amounts provided net decrease in Treasury Regulation Partnership Minimum Gain, determined in accordance with Regulations Section 1.704- 2(g). The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i1.704-2(j)(2). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i8.6(a) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (iib) Notwithstanding the Except as otherwise provided in Regulations Section 1.704-2(i)(4), and notwithstanding any other provisions provision of this Section 6.1 (other than Section 6.1(b)(i) above)Article VIII, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series Partner Nonrecourse Debt during any taxable yearPartnership Fiscal Year, any each Partner with who has a share of such the Partner Nonrecourse Debt Minimum Gain at the beginning of attributable to such taxable year Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain attributable to such Series for such year Fiscal Year (and, if necessary, subsequent taxable yearsFiscal Years) in an amount equal to such Partner’s share of the manner and amounts provided net decrease in Treasury Regulation Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and (j)(2)(ii1.704-2(i)(2). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii8.6(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iiic) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in In the event any Partner unexpectedly receives an adjustmentany adjustments, allocation allocations, or distribution distributions described in Treasury Regulation Regulations Sections 1.704-1(b)(2)(ii)(d)(4l(b)(2)(ii)(d)(4), 1.704-l(b)(2)(ii)(d)(5), or 1.704-1 (5) or (6) attributable to a Seriesb)(2)(ii)(d)(6), items of Partnership income and gain of such Series shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulationthe Regulations, the deficit balance, if any, in its Adjusted Capital Account attributable to Deficit of such Series created by such adjustment, allocation or distribution Partner as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i)possible, 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event provided that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners an allocation pursuant to this Section 6.1(b)(iv8.6(c) for such taxable year shall be made only if and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partnersextent 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 applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to if this Section 6.1(b)(iv8.6(c) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) were not in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable yearsAgreement. (vd) In the event any Partner has a deficit balance in its an Adjusted Capital Account attributable to a Series Deficit at the end of any taxable yearPartnership Fiscal Year, each such Partner shall be specially allocated items of gross Partnership income and gain of such Series in the amount of such excess as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.1(b)(v8.6(d) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided for in this Section 6.1(b) (other than Section 6.1(b)(iii)) Article VIII have been tentatively made as if Section 6.1(b)(iii8.6(c) hereof and this Section 6.1(b)(v8.6(d) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (viie) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year Fiscal Year shall be allocated 100% pro rata among the Partners in proportion to their respective Percentage Interests. (f) Any Partner Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Partner that who bears the Economic Risk economic risk of Loss loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable attributable, in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(l). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viiig) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Sections Section 734(b) or 743(b) is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m1.704- l(b)(2)(iv)(m)(2), to be taken into account in determining Capital Accounts as a the result of a distribution to a Partner in complete liquidation of a Partner’s Partnership Interest its interest in a Seriesthe Partnership, 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 specifically allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required Partner to be adjusted pursuant to whom such provisionsdistribution was made.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the The following special allocations shall be made on a Series by Series basis in the following order for each taxable periodorder: (i) Notwithstanding 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Section 6.1, if there is a net decrease in Minimum Gain attributable to a Series during any taxable yearArticle 4, each Partner shall receive such special allocations of such Series shall be allocated items of Partnership income and gain attributable as are required in order to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in conform to Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith2. (ii) Notwithstanding the 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provisions provision of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a SeriesArticle 4, items of income and gain of such Series shall be specially allocated to such Partner the Partners in an amount and a manner sufficient to eliminate, to that complies with the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a “qualified income offset described in offset” requirement of Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith1(b)(2)(ii)(d)(3). (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in 4.4.3. In the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any a Partner has a deficit balance in its Adjusted Capital Account attributable to a Series balance at the end of any taxable yearfiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Partner shall be specially allocated items of gross Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such Series fiscal year in accordance with Treasury Regulations Section 1. 704-1(b)(2)(ii)(d)) in the amount of such excess as quickly as possible; provided, however, that an any allocation pursuant to under this Section 6.1(b)(v) 4.4.3 shall be made only if and to the extent that such a Partner would have a deficit Capital Account balance in its Adjusted Capital Account for excess of such Series sum after all other allocations provided for in this Section 6.1(b) (other than Section 6.1(b)(iii)) Article 4 have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) 4.4.3 were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) 4.4.4. Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 Partners in a manner consistent with the manner in which they share the economic risk of loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt. 4.4.5. Each Nonrecourse Deduction of the Partnership shall be specially allocated to the Partners, pro rata, in proportion to their Series Capital Accounts are required respective Percentage Interests. 4.4.6. The amounts of any Partnership income, gain, loss or expense available to be adjusted specially allocated pursuant to such provisionsthis Section 4.4 shall be determined by applying rules analogous to those set forth in Section 1.1.82 as modified by Sections 1.1.82.1 through 1.1.82.5.

Special Allocations. Notwithstanding any other provisions of this Section 6.15.1, the following special allocations shall be made on a Series by Series basis made, to the least extent necessary to satisfy section 704(b) of the Code and the Regulations promulgated thereunder, in the following order for each taxable periodorder: (ia) Notwithstanding any other provision of this Section 6.1, if Minimum Gain Chargeback (Nonrecourse Liabilities). If there is a net decrease in Partnership Minimum Gain attributable to for any Partnership fiscal year (except as a Series during any taxable yearresult of conversion or refinancing of Partnership indebtedness, certain capital contributions or revaluation of the Partnership property as further outlined in Regulation Sections 1.704-2(d)(4), (f)(2) or (f)(3)), each Partner of such Series shall be specially allocated items of Partnership income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in an amount equal to that Partner's share of the manner and amounts provided net decrease in Treasury Partnership Minimum Gain. The items to be so allocated shall be determined in accordance with Regulation Sections Section 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(iparagraph (a) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph (a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto. (iib) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if Minimum Gain Attributable to Partner Nonrecourse Debt. If there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable yearfiscal year (other than due to the conversion, any refinancing or other change in the debt instrument causing it to become partially or wholly nonrecourse, certain capital contributions, or certain revaluations of Partnership property (as further outlined in Regulation Section 1.704-2(i)(4))), each Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be specially allocated items of Partnership income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in an amount equal to the manner and amounts provided Partner's share of the net decrease in Treasury the Minimum Gain Attributable to Partner Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(i)(4) and (j)(2)(iij)(2). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(iiparagraph (b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in Treasury Regulation Section 1.704-2(i)(4) said section of the Regulations and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners Allocations pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; paragraph (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(vb) shall be made only if and in proportion to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable respective amounts required to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Serieseach Partner pursuant hereto. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions provision of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain attributable to a Series during any Partnership taxable yearperiod, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(21.704-2(g)(2) and (j)(2)(i1.704-2(j)(2)(i). For purposes of this Section 6.1(b6.1(d), each Partner’s 's Adjusted Capital Account balance for such Series 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 6.1 6.1(d) with respect to such taxable yearperiod (other than an allocation pursuant to Sections 6.1(d)(v) and 6.1(d)(vi)). This Section 6.1(b)(i6.1(d)(i) is intended to comply with the minimum gain Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the any other provisions provision of this Section 6.1 (other than Section 6.1(b)(i) above6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any Partnership taxable yearperiod, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year period shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Section Sections 1.704-2(i)(4) and (j)(2)(ii1.704-2(j)(2)(ii). For purposes of this Section 6.1(b6.1(d), each Partner’s 's Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.16.1(d), other than Section 6.1(b)(i6.1(d)(i) aboveand other than an allocation pursuant to Sections 6.1(d)(v) and 6.1(d)(vi), with respect to such taxable yearperiod. This Section 6.1(b)(ii6.1(d)(ii) is intended to comply with the partner nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions of this (a) Losses attributable to partner nonrecourse debt (as defined in Treasury Regulations Section 6.1, the following special allocations 1.704-2(b)(4)) shall be made on a Series by Series basis allocated in the following order manner required by Treasury Regulations Section 1.704-2(i). If there is a net decrease during a Fiscal Year in partner nomecourse debt minimum gain (as defined in Treasury Regulations Section 1.704-2(i)(3)), Profits for each taxable period:such Fiscal year (and, if necessary , for subsequent Fiscal Years) shall be allocated to the Members in the amounts and of such character as determined according to, and subject to the exceptions contained in, Treasury Regulations Section 1.704-2(i)(4). (ib) Notwithstanding any other provision of this Section 6.1, if If there is a net decrease in Minimum Gain attributable to a Series during any taxable yearFiscal Year, each Partner of such Series Member shall be allocated items of income and gain attributable to such Series Profits for such year Fiscal Year (and, if necessary, for subsequent taxable yearsFiscal Years) in the amounts and of such character as determined according to, and subject to the exceptions contained in, Treasury Regulations Section 1.704-2(f). This Section 4.3(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted in a manner and amounts provided consistent therewith. (c) If any Member that unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulation Sections Regulations Section 1.704-2(f)(6l(b)(2)(ii)(d)(4), (g)(25) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s 6) has an Adjusted Capital Account balance for such Series shall be determinedDeficit as of the end of any Taxable Year, and computed after the allocation application of income or gain required hereunder shall be effected, prior to Section 4.3(c) but before the application of any other allocations pursuant to provision of this Section 6.1 with respect ARTICLE IV, then Profits for such Taxable Year shall be allocated to such taxable yearMember in proportion to, and to the extent of, such Adjusted Capital Account Deficit. This Section 6.1(b)(i4.3(c) is intended to comply with the minimum gain chargeback requirement be a qualified income offset prov1s10n as described in Treasury Regulation Regulations Section 1.704-2(fl(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (iid) Notwithstanding The allocations set forth in Sections 4.3(a)-(c) (the other provisions of this Section 6.1 (other than Section 6.1(b)(i"Regulatory Allocations'") above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is are intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation certain requirements of Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(dl(b) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis 1.704- 2 of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall Treasury Regulations. The Regulatory Allocations may not be allocated to the Partners in a manner consistent with the manner in which their Series the Members intend to allocate Profit and Loss of the Company or make Company distributions. Accordingly , notwithstanding the other provisions of this ARTICLE IV, 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 and thereby cause the respective Capital Accounts are required of the Members to be adjusted pursuant 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 other Profit and Loss (and such other items of income , gain, deduction, and loss) among the Members so that the net amount of the Regulatory Allocations and such special allocations to each such Member is zero. (e) In the event it is finally determined that any Member realized taxable income from compensation for services in connection with the issuance of Units to such provisionsMember in accordance with the terms of this Agreement where the Units were intended to constitute profits interests for income tax purposes, the Company shall specifically allocate to such Member the corresponding Company compensation deduction, if consistent with the Code and Treasury Regulations.

Special Allocations. Notwithstanding any other the foregoing provisions of this Section 6.1Article Six, the following special allocations shall be made on a Series by Series basis in the following order for each taxable periodmay apply: (i) Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Minimum Gain attributable to a Series during any taxable year, each Partner of such Series shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iiia) Except as provided in Sections 6.1(b)(iParagraphs 6.4(b) and 6.1(b)(ii6.4(c) abovehereof, in the event any Partner unexpectedly receives an adjustmentany adjustments, allocation allocations, or distribution distributions described in Treasury Regulation Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) 1.704-1(b)(2)(ii)(d)(5), or (6) attributable to a Series1.704-1(b)(2)(ii)(d)(6), which create or increase an Adjusted Capital Account Deficit items of Partnership income and gain of such Series shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulationthe Regulations, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series Deficit created by such adjustmentadjustments, allocation allocations, or distribution distributions as quickly as possible unless such deficit balance is otherwise eliminated possible; provided that an allocation pursuant to Sections 6.1(b)(ithis Paragraph 6.4(a) shall be made if and only to the extent that such Partner would have an Adjusted Capital Account Deficit after all allocations provided for in this Article Six have been tentatively made as if this Paragraph 6.4(a) were not in this Agreement. (b) Except as otherwise provided in Regulations Section 1.704-2(f), 6.1(b)(ii)notwithstanding any other provision of this Article Six, 6.1(b)(ivif there is a net decrease in Partnership Minimum Gain during any Partnership fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, for subsequent years) or 6.1(b)(vin an amount equal to such Partner's Share of the net decrease in Partnership Minimum Gain, to the extent required and in the manner provided by Sections 1.704-2(g) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.1(b)(iiiParagraph 6.4(b) is intended to constitute a qualified income offset described in Treasury Regulation comply with the minimum gain charge-back provision of Regulations Section 1.704-1(b)(2)(ii)(d2(f) and shall be interpreted consistently therewith. (ivc) After giving effect to the allocations Except as otherwise provided in Sections 6.1(b)(iRegulations Section 1.704-2(i)(4), 6.1(b)(ii) and 6.1(b)(iii): (A) notwithstanding any other provision of this Article Six, if there is a net decrease in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect Debt Minimum Gain attributable to a Partner Nonrecourse Debt for during any taxable year shall be allocated 100% to the Partnership fiscal year, each Partner that bears the Economic Risk who has a share of Loss with respect to the Partner Nonrecourse Debt Minimum Gain attributable to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners determined in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Regulations Section 1.704-2(i) and 2(i)(5), shall be interpreted consistently therewith. specially allocated items of Partnership income and gain for such year (viiiand, if necessary, for subsequent years) To in an amount equal to such Partner's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, to the extent an adjustment to required and in the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation manner provided by Section 1.704-1(b)(2)(iv)(m), 2(i)(4) of the Treasury Regulations. The items to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, the amount of such adjustment to the Capital Accounts so allocated shall be treated as an item of gain (if the adjustment increases the basis of the assetdetermined in accordance with Regulations Sections 1.704-2(i)(4) or loss (if the adjustment decreases such basisand 1.704-2(i)(2), and such item of gain or loss shall be allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.. This Paragraph 6.4

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (i) Notwithstanding any other provision of this Section 6.1Article 7 in order to comply with the Code and Regulations for allocations of income, if gain, loss, and LIMITED PARTNERSHIP AGREEMENT deductions attributable to nonrecourse liabilities and Partnership allocations where Partners are not liable to restore deficit capital accounts, the following rules apply: (a) If there is a net decrease in Minimum Gain partnership minimum gain during any fiscal year or other period, so that an allocation is required by the Code and Regulations (in particular, Section 1.704-2(f)(l) of the Regulations), items of partnership income and gain shall be allocated to the Partners in the manner and to the extent required by the applicable provisions of the Code and Regulations. This provision is intended to be a minimum gain chargeback within the meaning of Section 1.704(2)(f) of the Regulations and shall be interpreted and applied consistently with Section 1.704(2)(f) of the Regulations. (b) If there is a net decrease in the minimum gain attributable to a Series Partner nonrecourse loan during any taxable yearfiscal year or other period, each so that an allocation is required by Section 1.704-2(i)(4) of the Regulations, a Partner with a share of such Series that partner nonrecourse debt minimum gain shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation extent required by Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithRegulations. (iiic) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event If any Partner unexpectedly receives an adjustment, allocation allocation, or distribution described in Treasury Regulation Sections Section 1.704-1(b)(2)(ii)(d)(4), 1(b)(2)(d) (54)-(6) or (6) attributable to a Seriesof the Regulations, items of Partnership income and gain of such Series shall be specially allocated to such Partner these Partners in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulationthe Regulations, the any adjusted capital account deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH of these Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.1(b)(v) paragraph shall be made only if if, and to the extent that such that, this Partner would have a an adjusted capital account deficit balance in its Adjusted Capital Account for such Series after all other allocations which are provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) Article 7 tentatively have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) paragraph were not in part of this Agreement. (vid) Nonrecourse Deductions attributable Any Partner nonrecourse deductions as defined in Section 1.704-2(1)(2) of the Regulations shall be allocated to the Partner that bears the economic risk of loss with respect to the loan giving rise to this deduction within the meaning of Section 1.704(2)(l)(2)(a) of the Regulations. (e) For income tax purposes, any item of income, gain, loss, deduction, or credit with respect to any property (other than money) that has been contributed by a Series Partner to the capital of the Partnership and which is required to be allocated to Partners for any taxable year income tax purposes under Section 704 of the Code so as to take into account the variation between the tax basis of this property and its value at the time of its contribution, shall be allocated to the Partners for income tax purposes in the manner required by Section 704 of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears Code and the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i)corresponding Regulations. If more than one Partner bears and when the Economic Risk capital accounts of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisionsSection 1.704(b)(2)(iv)(f) or (g) of the Regulations with respect to a revaluation of any Partnership asset, subsequent allocations of income, gain, loss, and deduction, including without limitation depreciation and deductions for cost recovery with respect to this asset, shall take into account any variation between the then existing adjusted basis of this asset for federal income tax LIMITED PARTNERSHIP AGREEMENT OF FRIENDS OF FALLS ROAD, L.P. — Page 11 purposes and the value as adjusted of this asset, as this computation may be required under Section 704(b) of the Code and the principles of Section 704(b) of the Code. (f) Nonrecourse losses shall be allocated one hundredth of one percent (0.01%) to the General Partner and ninety-nine and ninety-nine hundredths percent (99.99%) to the Limited Partners. (g) Since the allocations described in this Section 7.05 may effect results not consistent with the manner in which the Partners intend to divide Partnership distributions, the General Partner is authorized to divide other allocations of net profits, net losses, and other items among the Partners so as to prevent the special allocations from distorting the manner in which distributions would be divided among the Partners under Article 8 of this Agreement except for the application of the special allocations under this Section 7.05. The General Partner shall have discretion to accomplish this result in any reasonable manner that is consistent with Section 704 of the Code and the corresponding Regulations. The Partners, by unanimous written consent of the Partners, may agree to make any election permitted by the Regulations under Section 704 of the Code that may reduce or eliminate any special allocation that would otherwise be required.

Special Allocations. Notwithstanding any other provisions provision of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain attributable to a Series during any Partnership taxable yearperiod, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(21.704-2(g)(2) and (j)(2)(i1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(b6.1(d), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 6.1(d) with respect to such taxable yearperiod (other than an allocation pursuant to Sections 6.1(d)(v) and 6.1(d)(vi)). This Section 6.1(b)(i6.1(d)(i) is intended to comply with the minimum gain Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any Partnership taxable yearperiod, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year period shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Section Sections 1.704-2(i)(4) and (j)(2)(ii1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(b6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.16.1(d), other than Section 6.1(b)(i6.1(d)(i) aboveand other than an allocation pursuant to Sections 6.1(d)(v) and 6.1(d)(vi), with respect to such taxable yearperiod. This Section 6.1(b)(ii6.1(d)(ii) is intended to comply with the partner nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions Allocations of this Section 6.1profit, the following special allocations loss and gain shall be made on a Series by Series basis in accordance with this Article V, but shall, notwithstanding any other provision contained herein, be made in accordance with the following order for each taxable periodfollowing: (a) No Partner shall be allocated net loss or deduction which will cause a deficit balance in such Partner's Capital Account to exceed the sum of the dollar amount of such deficit balance that such Partner is obligated to restore within the meaning of Treasury Regulation Section 1.704-1 (b)(2)(ii)(c) as of the end of the Partnership's taxable year to which such allocation relates plus such Partner's share of the "Partnership's Minimum Gain", as defined in Treasury Regulation Section 1.704-2(d). Any items of loss and deduction not allocable to Partners by reason of this provision shall be allocated to the Partners in accordance with the Partners' interests in the Partnership. For purposes hereof, the Capital Account of each Partner shall be reduced (i) for any distributions that, as of the end of such year, reasonably are expected to be made to such Partner to the extent they exceed offsetting increases to such Partner's Capital Account that reasonably are expected to occur during (or prior to) the Partnership taxable year in which such distributions reasonably are expected to be made and (ii) for the adjustments and allocations of loss and deduction described in Treasury Regulation Section 1.704-1 (b)(2)(ii)(d). A Partner who unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulation Section 1.704- 1(b)(2)(ii)(d)(4), (5) or (6) which causes or increases a deficit balance in such Partner's Capital Account to exceed the sum of the dollar amount of such deficit balance that such Partner is obligated to restore within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(c) as of the end of the Partnership's taxable year to which such allocation relates , shall be allocated items of income and gain in an amount and manner sufficient to eliminate such excess deficit balance as rapidly as possible. It is the intent that this Section 5.04(a) be intended to comply with the alternate test for economic effect set forth in Treasury Regulation Section 1.704- 1(b)(2)(ii)(d). (b) Notwithstanding any other provision of this Section 6.15.04, if there is a net decrease in the Partnership's Minimum Gain attributable to a Series during any the Partnership's taxable year, then the Capital Accounts of each Partner of such Series shall be allocated items of income (including gross income) and gain attributable to such Series for such year (and, and if necessary, necessary for subsequent taxable years) equal to that Partner's share of the net decrease in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable yearPartnership's Minimum Gain . This Section 6.1(b)(i5.04(b) is intended to comply with the minimum gain chargeback requirement in of Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding 1.704- 2. If in any taxable year that the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is Partnership has a net decrease in Partner Nonrecourse Debt the Partnership's Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (andGain, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, would cause a distortion in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable economic arrangement among the Partners and it is not expected that the Partnership will have sufficient other income to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulationcorrect that distortion, the deficit balance, if any, Partners (acting jointly and by unanimous vote) may in its Adjusted Capital Account attributable their discretion seek to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to have the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in Internal Revenue Service waive the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and minimum gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable chargeback requirement in accordance with Treasury Regulation Section 1.704-2(i2(f)(4). If more than one Partner bears Furthermore, items of Partnership loss, deduction and expenditures described in Section 705(a)(2)(B) of the Economic Risk Code which are attributable to any nonrecourse debt of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Partnership and are characterized as partner nonrecourse deductions under Treasury Regulation Section 1.704-2(i2(j) and shall be interpreted consistently therewith. (viii) To the extent an adjustment allocated to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Partner's Capital Accounts in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m2(j), . (c) If taxable gain to be taken into account in determining Capital Accounts allocated from a sale or other disposition includes income treated as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, the amount of such adjustment ordinary income for income tax purposes because it is attributable to the Capital Accounts shall be recapture of depreciation, such gain so 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 ordinary income shall be allocated to and reported by the Partners in a manner consistent with proportion to their accumulated depreciation allocations; and the manner in which their Series Capital Accounts are required to be adjusted pursuant to Partnership shall keep (or shall obtain) records of such provisionsallocations.

Special Allocations. ‌ (a) Notwithstanding anything else contained in this Article VII, if any other provisions Partner has an Adjusted Capital Account Deficit for any fiscal period as a result of any adjustment of the type described in Regulations Section 1.704-1(b)(2)(ii)(d)(4) through (6), then the Partnership’s income and gain will be specially allocated to such Partner in an amount and manner sufficient to eliminate such deficit as quickly as possible. Any special allocation of items of income or gain pursuant to this Section 6.1paragraph is taken into account in computing subsequent allocations pursuant to this Article VII so that the cumulative net amount of all items allocated to each Partner is, to the extent possible, equal to the amount that would have been allocated to such Partner if there had never been any allocation pursuant to this paragraph (a).‌ (b) Net losses allocated pursuant to this Article VII will not exceed the maximum amount of net losses that can be so allocated without causing any Partner to have an, or to increase an existing, Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Limited Partners would have an Adjusted Capital Account Deficit as a consequence of an allocation of net losses pursuant to this Article VII, the following special allocations shall limitation set forth in this paragraph will be made applied on a Series by Series Partner-by-Partner basis so as to allocate the maximum permissible net losses to each Limited Partner under Section 1.704-1(b)(2)(ii)(d) of the Regulations. All net losses in excess of the following order for each taxable period:limitation set forth in this paragraph will be allocated to the General Partner. (ic) Notwithstanding any other provision of this Section 6.1Article VII, if there is a net decrease in Minimum Gain attributable to a Series partnership minimum gain during any taxable yearFiscal Year, each Partner of such Series shall will be specially allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in proportion to, and to the manner and amounts provided extent of, an amount equal to such Partner’s share of the net decrease in Treasury Regulation Sections partnership minimum gain, determined in accordance with Section 1.704-(2)(g)(2) of the Regulations. The items to be so allocated will be determined in accordance with Section 1.704-2(f)(6), (g)(22(f) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable yearRegulations. This Section 6.1(b)(i7.6(c) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) of the Regulations and shall will be interpreted consistently therewith.therewith.‌ (iid) Notwithstanding the any other provisions provision of this Article VII except Section 6.1 (other than Section 6.1(b)(i) above7.6(c), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain partner minimum gain attributable to a Series partner nonrecourse debt during any taxable yearFiscal Year, any each Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning partner minimum gain attributable to such‌ partner nonrecourse debt, determined in accordance with Section 1.704-2(i)(5) of such taxable year shall the Regulations, will be specially allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in proportion to, and to the manner and amounts provided extent of, an amount equal to such Partner’s share of the net decrease in Treasury Regulation partner minimum gain attributable to such partner nonrecourse debt, determined in accordance with Section 1.704-2(i)(42(i)(5) and (j)(2)(ii)of the Regulations. For purposes The items to be so allocated will be determined in accordance with Section 1.704-2(i)(5) of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable yearRegulations. This Section 6.1(b)(ii7.6(d) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) of the Regulations and shall will be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (ve) In the event any Partner has a deficit balance in its an Adjusted Capital Account attributable to a Series Deficit at the end of any taxable year, Fiscal Year which is in excess of the sum of (i) the amount such Partner shall is obligated to restore pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner will be specially allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.1(b)(v7.6(e) shall will be made only if and to the extent that such Partner would have a deficit balance in its an Adjusted Capital Account for Deficit in excess of such Series sum after all other allocations provided for in this Section 6.1(b) (other than Section 6.1(b)(iii)) Article VII have been tentatively made as if this Section 6.1(b)(iii7.6(e) and this Section 6.1(b)(v7.6(a) hereof were not in this Agreementthe Agreement.‌ (f) Nonrecourse deductions for any Fiscal Year or other period will be specially allocated to the Partners in accordance with their respective Capital Contribution Percentages. (vig) Nonrecourse Deductions attributable to a Series Any partner nonrecourse deductions for any taxable year shall Fiscal Year or other period will be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that who bears the Economic Risk economic risk of Loss loss with respect to the Partner Nonrecourse Debt partner nonrecourse debt to which such Partner Nonrecourse Deductions partner nonrecourse deductions are attributable in accordance with Treasury Regulation Regulations Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viiih) To the extent an adjustment to the adjusted tax basis of any asset Partnership asset, pursuant to Code Sections Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulation Section 1.704- l(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)l(b)(2)(iv)(m)(4) of the Regulations, to be taken into account in determining Capital Accounts as a the result of a distribution to a Partner in complete liquidation of a such Partner’s Partnership Interest in a SeriesInterest, the amount of such adjustment to the Capital Accounts shall will 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 will be specially allocated to the Partners in accordance with their Interests in the event Section 1.704-l(b)(2)(iv)(m)(2) of the Regulations applies, or to the Partner to whom such distribution was made in the event Section 1.704- l(b)(2)(iv)(m)(4) of the Regulations applies. (i) The “Regulatory Allocations” consist of the allocations to a Partner (or its predecessor) under Sections 7.6(a), 7.6(b), 7.6(c), 7.6(d), 7.6(e), 7.6(f) and 7.6(g). Notwithstanding any other provision of this Article VII (other than the Regulatory Allocations), the Regulatory Allocations will be taken into account in allocating other items of income, gain, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Partner will be equal to the net amount that would have been allocated to each such Partner if the Regulatory Allocations had not occurred. The General Partner will have reasonable discretion, with respect to each Fiscal Year, to (i) apply the provisions of this Section 7.6(i) in whatever order is likely to minimize the‌ economic distortions that might otherwise result from the Regulatory Allocations, and (ii) divide all allocations pursuant to this Section 7.6(i) among the Partners in a manner consistent with that is likely to minimize such economic distortions. (j) For the manner in which their Series Capital Accounts avoidance of doubt, allocations of items of income, expense, gain and loss are required characterized consistently among all Partners unless, the tax laws, rules and regulation or this Agreement require otherwise. (k) The Partners acknowledge and agree that the Partnership is intended to be adjusted pursuant treated as a “partnership” and not as an association taxable as a corporation for U.S. federal, state and/or local income tax purposes, as applicable. The General Partner shall not cause the Partnership to such provisionselect to be taxable as an “association” or “corporation” or permit activities within its control that would result in the Partnership being a “publicly traded partnership” within the meaning of Section 7704 of the Code.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the The following special allocations shall will be made on a Series by Series basis in the following order for each taxable periodand priority: (ia) Notwithstanding any other provision of this Section 6.1, if If there is a net decrease in Partnership Minimum Gain attributable to a Series during any taxable fiscal year, each Partner of such Series shall will be specially allocated items of Partnership income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in proportion to, and to the manner and amounts provided extent of, an amount equal to such Partner's share of the net decrease in Treasury Regulation Sections Partnership Minimum Gain determined in accordance with Regulations Section 1.704-2(f)(6), (g)(2) and (j)(2)(i2(g)(2). For purposes of this The items to be allocated will be determined in accordance with Regulations Section 6.1(b1.704-2(f), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(iThis (a) is intended to comply with such Sections of the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) Regulations and shall will be interpreted consistently therewith. (b) The allocations otherwise required pursuant to Section 4.3(a) hereof will not apply to a Partner to the extent that: (i) such Partner's share of the net decrease in Partnership Minimum Gain is caused by a guaranty, refinancing or other change in the instrument evidencing a nonrecourse debt of the Partnership which causes such debt to become a partially or wholly recourse debt or a Partner Nonrecourse Debt, and such Partner bears the economic risk of loss (within the meaning of Regulations Section 1.752-2) for such changed debt; (ii) Notwithstanding such Partner's share of the other provisions net decrease in Partnership Minimum Gain results from the repayment of this a nonrecourse liability of the Partnership, which repayment is made using funds contributed by such Partner to the capital of the Partnership; (iii) the Service, pursuant to Regulations Section 6.1 1.704-2(f)(4), waives the requirement of such allocation in response to a request for such waiver made by the Managing Partner on behalf of the Partnership (other than which request the Managing Partner may or may not make, in their discretion, if it determines that the Partnership would be eligible therefor); or (iv) additional exceptions to the requirement of such allocation are established by revenue rulings issued by the Internal Revenue Service pursuant to Regulations Section 6.1(b)(i1.704-2(f)(5), which exceptions apply to such Partner, as determined by the Managing Partner in its discretion. (c) above)Except as provided in Section 4.3(a) hereof, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series Partner Nonrecourse Debt during any taxable fiscal year, any determined in accordance with Regulations Section 1.704- 2(i)(3), then, except as provided in Regulations Section 1.704-2(i)(4), each Partner with who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall Debt, determined in accordance with Regulations Section 1.704- 2(i)(5), will be allocated items of income and gain attributable to such Series for such fiscal year (and, if necessary, subsequent taxable fiscal years) equal to such Partner's share of the net decrease in the manner and amounts provided Partner Minimum Gain. The items to be allocated will be determined in Treasury Regulation accordance with Regulations Section 1.704-2(i)(4) and (j)(2)(ii2(j)(2). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii4.3(c) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(42(i) and shall will be applied and interpreted consistently therewithin accordance with such regulation. (iiid) Except as provided Any item of Partnership loss, deduction or expenditure under Code Section 705(a)(2)(b) attributable to Partner Nonrecourse Debt will be allocated in Sections 6.1(b)(iaccordance with Regulations Section 1.704-2(i) and 6.1(b)(iito the Partner who bears the economic risk of loss for such debt. (e) above, in In the event any Partner unexpectedly receives an adjustmentany adjustments, allocation allocations or distribution distributions described in Treasury Regulation Sections 1.704in Section 1. 704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Seriesresulting in an Adjusted Capital Account Deficit for such Partner, items of income and gain of such Series shall will be specially allocated to such Partner in an any amount and manner sufficient to eliminate, to the extent required by the Regulations, such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution Deficit as quickly as possible unless such deficit balance is otherwise eliminated pursuant possible. The items to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(vbe allocated will be determined in accordance with Regulations Section 1.704-1(b)(2)(ii)(d)(6). This Section 6.1(b)(iii4.3(e) is intended to constitute a qualified income offset described in Treasury Regulation comply with Regulations Section 1.704-1.704- 1(b)(2)(ii)(d) and shall will be applied and interpreted consistently therewithin accordance with such regulation. (ivf) After giving effect No items of loss or deduction will be allocated to any Partner to the allocations extent that any such allocation would cause the Partner to have an, or increase the amount of an existing, Adjusted Capital Account deficit at the end of any Fiscal Year. All items of loss or deduction in Sections 6.1(b)(i), 6.1(b)(iiexcess of the limitation set forth in this Section 4.3(f) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC will be allocated among such other Partners, Series EA Partners or Series ME Partners pursuant which have positive Adjusted Capital Account balances, pro rata, in proportion to Section 6.2(c)such Adjusted Capital Account balances, Section 6.3(c) or Section 6.4(c)until each Partner's positive Adjusted Capital Account balance is reduced to zero. Thereafter , any remaining items of Partnership gross income and gain shall loss or deduction will be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partnerspro rata, as applicable, pursuant in proportion to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the relative aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable yearsCapital Contributions. (vg) In the event any Partner has a deficit balance in its an Adjusted Capital Account attributable to a Series Deficit at the end of any taxable fiscal year, each such Partner shall will be specially allocated items of gross Partnership income and gain (consisting of such Series in the amount a pro rata portion of such excess each item of Partnership income and gain) as quickly as possible; providedpossible to eliminate such Adjusted Capital Account Deficit, however, provided that an allocation pursuant to this Section 6.1(b)(v4.3(g) shall will be made only if and only to the extent that such Partner would have a deficit balance in its an Adjusted Capital Account for Deficit in excess of such Series sum after all other allocations provided for in this Section 6.1(b) (other than Section 6.1(b)(iii)) Article IV have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreementmade. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viiih) To the extent an adjustment to the adjusted tax basis of any asset Property pursuant to Code Sections 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a SeriesAccounts, the amount of such adjustment to the Capital Accounts shall will 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 will be specially allocated to among the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisionsSection of the Regulations.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (i) Notwithstanding any other provision of this Agreement: (i) a Member shall not be allocated under this Section 6.1, if there is 7.1(c) items of loss and deduction of the Company to the extent such an allocation would cause or increase a net decrease deficit balance in Minimum Gain attributable to a Series during such Member’s Capital Account (in excess of any taxable year, each Partner limited dollar amount of such Series deficit balance that such Member is obligated to restore consistent with the Treasury Regulations for the safe harbor for Section 704(b), including under the Treasury Regulations applicable to Company nonrecourse and recourse loans) as of the end of the allocation period to which such allocation relates; (ii) there shall be allocated items to the Members such gains or income as shall be necessary to satisfy the “qualified income offset” requirement of income and gain Treasury Regulation Section 1.704- 1(b)(2)(ii)(d); (iii) with respect to any Company recourse debt or a loan made by a Member to the Company, deductions attributable to such Series for debt or loan within the meaning of Treasury Regulation Section 1.704-2(i)(2) shall be allocated to the Member(s) who bear the economic risk of such year debt or loan; (and, if necessary, subsequent taxable yearsiv) in this Agreement incorporates the manner and amounts provided “minimum gain chargeback” provisions set forth in Treasury Regulation Sections 1.704-2(f)(6), (g)(22(f) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series shall be determined, g) and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the “partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided chargeback” set forth in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance which 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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except apply as provided in Sections 6.1(b)(ithose regulations); and (v) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5allocations made pursuant to Section 7.1(d)(i) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(vii) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result allocating items of a distribution in liquidation of a Partner’s Partnership Interest in a Seriesincome, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such adjustment allocations to each Member shall be equal to the Capital Accounts shall be treated as an item of gain (net amount that would have been allocated to each such Member if the adjustment increases the basis of the assetsuch allocations under Section 7.1(d)(i) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisionsii) had not occurred.

Special Allocations. Notwithstanding any other provisions provision of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain attributable to a Series during any Partnership taxable yearperiod, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(21.704-2(g)(2) and (j)(2)(i1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(b6.1(e), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 6.1(e) with respect to such taxable yearperiod (other than an allocation pursuant to Sections 6.1(e)(vi) and 6.1(e)(vii)). This Section 6.1(b)(i6.1(e)(i) is intended to comply with the minimum gain Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above6.1(e)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any Partnership taxable yearperiod, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year period shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Section Sections 1.704-2(i)(4) and (j)(2)(ii1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(b6.1(e), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.16.1(e), other than Section 6.1(b)(i6.1(e)(i) aboveand other than an allocation pursuant to Sections 6.1(e)(vi) and 6.1(e)(vii), with respect to such taxable yearperiod. This Section 6.1(b)(ii6.1(e)(ii) is intended to comply with the partner nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith[Deleted. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.]

Special Allocations. Notwithstanding any (i) The provisions of Section 4.06(a) and the other provisions of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (i) Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Minimum Gain attributable to a Series during any taxable year, each Partner of such Series shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series shall be determined, and the allocation of income or gain required hereunder shall be effected, prior Agreement relating to the application maintenance of any other allocations pursuant to this Section 6.1 with respect to such taxable year. This Section 6.1(b)(i) is Capital Accounts are intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(f1(b) and shall be interpreted consistently therewithand applied in a manner consistent with such Regulations. The Board shall be authorized to make appropriate amendments to the allocations of items pursuant to this Section 4.06 if necessary in order to comply with Section 704 of the Code or applicable Treasury Regulations thereunder; provided, that no such change shall have an adverse effect upon amounts distributable to any Member pursuant to Section 4.01 or Section 10.03. (ii) Notwithstanding the other provisions any provision of this Section 6.1 (other than Section 6.1(b)(i) above)4.06, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share no item of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year deduction or loss shall be allocated items of income and gain attributable to a Member to the extent the allocation would cause a negative balance in such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each PartnerMember’s Adjusted Capital Account balance shall be determined(after taking into account the adjustments, allocations 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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution distributions described in Treasury Regulation Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or and (6)) attributable that exceeds the sum of (A) the amount that such Member would be required to reimburse the Company pursuant to this Agreement or under applicable Law plus (B) the amount that such Member is deemed obligated to reimburse pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5). In the event some but not all of the Members would have such excess Capital Account deficits as a consequence of such allocation of loss or deduction, the limitation set forth in this Section 4.06(b) shall be applied on a Member-by-Member basis so as to allocate the maximum permissible deduction or loss to each Member under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. In the event any loss or deduction is specially allocated to a SeriesMember pursuant to the preceding sentence, an equal amount of income of the Company shall be specially allocated to such Member prior to any allocation pursuant to Section 4.06(a). (iii) In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), items of Company income and gain of such Series shall be specially allocated to such Partner Member in an amount and manner sufficient to eliminateeliminate as quickly as possible any deficit balance in its Capital Accounts in excess of that permitted under Section 4.06(b)(ii) created by such adjustments, allocations or distributions. Any special allocations of items of income or gain pursuant to this Section 4.06(b) shall be taken into account in computing subsequent allocations pursuant to this Section 4.06 so that the net amount of any items so allocated and all other items allocated to each Member pursuant to this Section 4.06 shall, to the extent required by possible, be equal to the net amount that would have been allocated to each such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated Member pursuant to Sections 6.1(b)(i)the provisions of this Section 4.06 if such unexpected adjustments, 6.1(b)(ii), 6.1(b)(iv) allocations or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewithdistributions had not occurred. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in In the event that the Series LH Partners become obligated to make payments to the Series AC PartnersCompany incurs any nonrecourse liabilities, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts “minimum gain chargeback” provisions of items allocated to Section 1.704-1(b)(4)(iv) and 1.704-2 of the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable yearsTreasury Regulations. (v) In The Capital Accounts of the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall Members may be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable adjusted in accordance with Treasury Regulation Regulations Section 1.704-2(i). If more than one Partner bears 1(b)(2)(iv)(f) to reflect the Economic Risk fair market value (as determined by the Board) of Loss with respect to a Partner Nonrecourse DebtCompany property whenever permitted under such provision, Partner Nonrecourse Deductions attributable thereto and shall be allocated between or among such Partners adjusted when the Company is liquidated pursuant to Article X in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Regulations Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b1(b)(2)(iv)(e) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result the case of a distribution in liquidation of a Partner’s Partnership Interest in a Series, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain any property (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basisother than cash), and such item of gain or loss shall be allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (ia) Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Minimum Gain attributable to a Series during any taxable year, each Partner of such Series shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in In the event any Partner unexpectedly receives an adjustmentany adjustments, allocation allocations, or distribution distributions described in Treasury Regulation Sections Section 1.704-1(b)(2)(ii)(d)(4), (51.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) or (6) attributable to a Seriesof the Regulations, items of Partnership income and gain of such Series shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulationthe Regulations, the deficit balance, if any, in its Adjusted Capital Account attributable to Deficit of such Series created by such adjustment, allocation or distribution Partner as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i)possible, 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event provided that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners an allocation pursuant to this Section 6.1(b)(iv6.2(a) for such taxable year shall be made only if and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 6 have been tentatively made as applicable, pursuant to if this Section 6.2(c), Section 6.3(c6.2(a) or Section 6.4(c) for such taxable year and all prior taxable years; (B) were not in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable yearsAgreement. (vb) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable yearPartnership fiscal year which is in excess of the sum of (i) the amount such Partner is obligated to restore pursuant to any provision of this Agreement and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-1T(b)(4)(iv)(f) and 1.704-1T(b)(4)(iv)(h)(5) of the Regulations, each such Partner shall be specially allocated items of gross Partnership income and gain of such Series in the amount of such excess as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.1(b)(v6.2(b) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for in excess of such Series sum after all other allocations provided for in this Section 6.1(b) (other than Section 6.1(b)(iii)) 6 have been tentatively made as if Section 6.1(b)(iii6.2(a) hereof and this Section 6.1(b)(v6.2(b) were not in this the Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viiic) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Sections Section 734(b) or Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)) of the Regulations, to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a SeriesAccounts, 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 Partners in a manner consistent with the manner in which their Series the Capital Accounts are required to be adjusted pursuant to such provisionsSection of the Regulations.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the The following special allocations shall be made on a Series by Series basis in the following order for each taxable periodorder: (i) Notwithstanding 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Section 6.1, if there is a net decrease in Minimum Gain attributable to a Series during any taxable yearArticle 4, each Partner shall receive such special allocations of such Series shall be allocated items of Partnership income and gain attributable as are required in order to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in conform to Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith2. (ii) Notwithstanding the 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provisions provision of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a SeriesArticle 4, items of income and gain of such Series shall be specially allocated to such Partner the Partners in an amount and a manner sufficient to eliminate, to that complies with the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a “qualified income offset described in offset” requirement of Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith1(b)(2)(ii)(d)(3). (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in 4.4.3. In the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any a Partner has a deficit balance in its Adjusted Capital Account attributable to a Series balance at the end of any taxable yearfiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Partner shall be specially allocated items of gross Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such Series fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the amount of such excess as quickly as possible; provided, however, that an any allocation pursuant to under this Section 6.1(b)(v) 4.4.3 shall be made only if and to the extent that such a Partner would have a deficit Capital Account balance in its Adjusted Capital Account for excess of such Series sum after all other allocations provided for in this Section 6.1(b) (other than Section 6.1(b)(iii)) Article 4 have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) 4.4.3 were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) 4.4.4. Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 Partners in a manner consistent with the manner in which they share the economic risk of loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt. 4.4.5. Each Nonrecourse Deduction of the Partnership shall be specially allocated to the Partners, pro rata, in proportion to their Series Capital Accounts are required respective Percentage Interests. 4.4.6. The amounts of any Partnership income, gain, loss or expense available to be adjusted specially allocated pursuant to such provisionsthis Section 4.4 shall be determined by applying rules analogous to those set forth in Section 1.1.90 as modified by Sections 1.1.90.1 through 1.1.90.5.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the The following special allocations shall will be made on a Series by Series basis in the following order for each taxable periodand priority: (ia) Notwithstanding any other provision of this Section 6.1, if If there is a net decrease in Partnership Minimum Gain attributable to a Series during any Partnership taxable year, each Partner of such Series shall will be specially allocated items of Partnership income and gain attributable to such Series for such year for (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(ia) is intended to comply with such Sections of the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) Regulations and shall will be interpreted consistently therewith. (b) The allocations otherwise required pursuant to Section 4.3(a) hereof will not apply to a Partner to the extent that: (i) such Partner's share of the net decrease in Partnership Minimum Gain is caused by a guaranty, refinancing or other change in the instrument evidencing a nonrecourse debt of the Partnership which causes such debt to become a partially or wholly recourse debt or a Partner Nonrecourse Debt, and such Partner bears the economic risk of loss (within the meaning of Regulations Section 1.752-2) for such changed debt; (ii) Notwithstanding such Partner's share of the other provisions net decrease in Partnership Minimum Gain results from the repayment of this a nonrecourse liability of the Partnership, which repayment is made using funds contributed by such Partner to the capital of the Partnership; (iii) the Internal Revenue Service, pursuant to Regulations Section 6.1 1.704-2(f)(4), waives the requirement of such allocation in response to a request for such waiver made by the Managing General Partner on behalf of the Partnership (other than which request the Managing General Partner may or may not make, in its discretion); or (iv) additional exceptions to the requirement of such allocation are established by revenue rulings issued by the Internal Revenue Service pursuant to Regulations Section 6.1(b)(i1.704-2(f)(5), which exceptions apply to such Partner, as determined by the Managing General Partner in its discretion. (c) above)Except as provided in Section 4.3(a) hereof, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series Partner Nonrecourse Debt during any Partnership taxable year, any determined in accordance with Regulations Section 1.704-2(i)(3), then, except as provided in Regulations Section 1.704- 2(i)(4), each Partner with who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall Debt, determined in accordance with Regulations Section 1.704-2(i)(5), will be allocated items of income and gain attributable to such Series for such Partnership taxable year (and, if necessary, subsequent Partnership taxable years) equal to such Partner's share of the net decrease in the manner and amounts provided Partner Minimum Gain. The items to be allocated will be determined in Treasury Regulation accordance with Regulations Section 1.704-2(i)(4) and (j)(2)(ii2(j)(2). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii4.3(c) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(42(i) and shall will be applied and interpreted consistently therewithin accordance with such Regulation. (iiid) Except as provided in Sections 6.1(b)(iAny item of Partnership loss, deduction or expenditure under Code Section 705(a)(2)(b) and 6.1(b)(iiattributable to Partner (e) above, in In the event any Partner unexpectedly receives an adjustmentany adjustments, allocation allocations or distribution distributions described in Treasury Regulation Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Seriesresulting in an Adjusted Capital Account Deficit for such Partner, items of income and gain of such Series shall will be specially allocated to such Partner in an any amount and manner sufficient to eliminate, to the extent required by the Regulations, such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution Deficit as quickly as possible unless such deficit balance is otherwise eliminated pursuant possible. The items to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(vbe allocated will be determined in accordance with Regulations Section 1.704-1(b)(2)(ii)(d)(6). This Section 6.1(b)(iii4.3(e) is intended to constitute a qualified income offset described in Treasury Regulation comply with Regulations Section 1.704-1(b)(2)(ii)(d) and shall will be applied and interpreted consistently therewithin accordance with such Regulation. (ivf) After giving effect No items of loss or deduction will be allocated to any Partner to the allocations in Sections 6.1(b)(i)extent that any such allocation would cause the Partner to have an, 6.1(b)(ii) and 6.1(b)(iii): (A) in or increase the event that amount of an existing, Adjusted Capital Account Deficit at the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), end of any Partnership taxable year. All items of Partnership gross income and gain shall loss or deduction in excess of the limitation set forth in this Section 4.3(f) will be allocated among such other Partners which do not have Adjusted Capital Account Deficit balances, pro rata, in proportion to their Percentage Interests, until no Partner may be allocated any further items of loss or deduction without creating or increasing an Adjusted Capital Account Deficit. Thereafter , any remaining items of loss or deduction will be allocated to the Series LH Partners Partners, pro rata, in accordance with proportion to their respective Series LH Percentage Interests until the relative aggregate amounts of items allocated Capital Contributions made prior to the Series LH Partners pursuant last day of the period to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals which the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners loss or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable yearsdeduction relates. (vg) In the event any Partner has a deficit balance in its an Adjusted Capital Account attributable to a Series Deficit at the end of any Partnership taxable year, each such Partner shall will be specially allocated items of gross Partnership income and gain (consisting of a pro rata portion of each item of Partnership income and gain) to eliminate such Series in the amount of such excess Adjusted Capital Account Deficit as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.1(b)(v4.3(g) shall will be made only to a Partner if and only to the extent that such Partner would have a deficit balance in its an Adjusted Capital Account for Deficit in excess of such Series sum after all other allocations provided for in this Section 6.1(b) (other than Section 6.1(b)(iii)) Article IV have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreementmade. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viiih) To the extent an adjustment to the adjusted tax basis of any asset Property pursuant to Code Sections 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a SeriesAccounts, the amount of such adjustment to the Capital Accounts shall will 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 will be specially allocated to among the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisionsSection of the Regulations.

Special Allocations. Notwithstanding any other provisions of this Section 6.1the foregoing, the allocations provided in this Article 5 shall be subject to the following exceptions:‌ (a) This Agreement is intended to comply with the safe harbor provisions set forth in Treasury Regulations Sections 1.704-1(b) and 1.704-2(i), and the allocations set forth in paragraph 5.2(b) (“Regulatory Allocations”) are intended to comply with certain requirements of such Treasury Regulations. In the event that the Regulatory Allocations result in allocations being made that are inconsistent with paragraph 5.1, the Managing Member may adjust subsequent allocations of any items of income, gain, loss, expense and dedication such that the net amount of the Regulatory Allocations and such subsequent special allocations adjustments to each Member equal $0.00. (b) The following Regulatory Allocations shall be made on a Series by Series basis in the following order for each taxable periodorder: (i) Notwithstanding Except as otherwise provided in Treasury Regulations Section 1. 704-2(f), notwithstanding any other provision of this Section 6.1Article 5, if there is a net decrease in Minimum Gain attributable to a Series the Fund’s “partnership minimum gain” (as defined in Treasury Regulations Section 1.704-2(b)(2) and 1.704-2(d)(1)) during any taxable yearAccounting Period, each Partner of such Series Member shall be specially allocated items of the Fund’s income and gain attributable to such Series for such year Accounting Period (and, if necessary, subsequent taxable yearsAccounting Periods) in an amount equal to such Member’s share of the manner and amounts provided net decrease in partnership minimum gain, determined in accordance with Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(iRegulations Section 1.704- 2(g)(2). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(iparagraph 5.2(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provisions provision of this Section 6.1 (other than Section 6.1(b)(i) above)Article 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain “partner nonrecourse debt minimum gain” (as defined in Treasury Regulations Section 1.704- 2(i)(2)) attributable to a Series “partner nonrecourse debt” (as defined in Treasury Regulations Section 1.704-2(b)(4)) during any taxable yearAccounting Period, any Partner with each Member who has a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and partner recourse debt minimum gain attributable to such Series partner nonrecourse debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of the Fund’s income and gain for such year (Accounting Period and, if necessary, subsequent taxable years) Accounting Periods, in an amount equal to such Member’s share of the manner and amounts provided net decrease in such partner nonrecourse debt minimum gain, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(iiparagraph 5.2(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in In the event any Partner Member unexpectedly receives an adjustmentany adjustments, allocation allocations, or distribution distributions described in Treasury Regulation Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4), ) through (5d)(6) or (6) attributable which cause the Adjusted Capital Account Balance of such Member to a Seriesbe reduced below $0.00, items of Fund income and gain of such Series shall be specially allocated to such Partner Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, eliminate the deficit balance, if any, in its it Adjusted Capital Account attributable to such Series Balance created by such adjustmentadjustments, allocation allocations, or distribution distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v)possible. This Section 6.1(b)(iiiparagraph 5.2(b)(iii) is intended to constitute a “qualified income offset offset” as described in Section 1.704- l(b)(2)(ii)(d) of the Treasury Regulation Section 1.704-1(b)(2)(ii)(d) Regulations and shall be interpreted and applied consistently therewith. (iv) After giving effect to If the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): allocation of Loss (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain loss or deduction) to a Member as provided in paragraph 5.1 hereof would create or increase an Adjusted Capital Account Balance deficit, then there shall be allocated to such Member only that amount or Loss (or items of loss or deduction) as will not create or increase an Adjusted Capital Account Balance deficit. The Loss (or other items of loss or deduction) that would, absent the application or the preceding sentence, otherwise be allocated to such Member shall be allocated to the Series LH Partners other Members in accordance with proportion to their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its relative positive Adjusted Capital Account attributable to a Series at the end of any taxable yearBalances, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and subject to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in limitations of this Section 6.1(b) paragraph (other than Section 6.1(b)(iiiiv)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions provision of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain attributable to a Series during any Partnership taxable yearperiod, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(21.704-2(g)(2) and (j)(2)(i1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(b6.1(d), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 6.1(d) with respect to such taxable yearperiod (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This This Section 6.1(b)(i6.1 (d)(i) is intended to comply with the minimum gain Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any Partnership taxable yearperiod, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year period shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Section Sections 1.704-2(i)(4) and (j)(2)(ii1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(b6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.16.1(d), other than Section 6.1(b)(i6.1(d)(i) aboveand other than an allocation pursuant to Section 6.1 (d)(vi) and Section 6.1(d)(vii), with respect to such taxable yearperiod. This Section 6.1(b)(ii6.1(d)(ii) is intended to comply with the partner nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, (a) Subject to the following special allocations shall be made on a Series by Series basis exceptions stated in the following order for each taxable period: (iTreasury Regulation Sections 1.704-2(f) Notwithstanding any other provision of this Section 6.1and 1.704-2(i)(4), if there is a net decrease in Company Minimum Gain attributable to or Member Nonrecourse Debt Minimum Gain during a Series during any taxable yearFiscal Year, each Partner of such Series shall Member will be specially allocated items of income and gain attributable to such Series for Capital Account purposes for such year (and, if necessary, for subsequent taxable years) in the manner and amounts provided in an amount equal to such Member's share of such net decrease during such year (which share of such net decrease will be determined under Treasury Regulation Regulations Sections 1.704-2(f)(6), (g)(22(g)(2) and (j)(2)(i1.704-2(i)(5)). For purposes of The Members intend that this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(i10.3(a) is intended to comply with the minimum gain chargeback requirement requirements in such Treasury Regulation Section 1.704-2(f) Regulations Sections and shall will be interpreted consistently therewith. (iib) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Any Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall Deductions will be allocated items of income to the Members in proportion to their Percentage Interest (and gain attributable as if the Series A Preferred Units were fully converted). (c) Any Member Nonrecourse Deductions will be allocated to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts Members as provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii2(i)(1). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iiid) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event If any Partner Member unexpectedly receives an adjustmentany adjustments, allocation allocations or distribution distributions described in Treasury Regulation Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (51.704- 1(b)(2)(ii)(d)(4),(5) or (6) attributable to a Series(modified as appropriate, by Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5)), items of Company income and gain of for Capital Account purposes for such Series shall Fiscal Year will be specially allocated to such Partner the Member in an amount and manner sufficient to eliminate, to the extent required by such the Treasury RegulationRegulations, any deficit balance in the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to of the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess Member as quickly as possible; , provided, however, that an allocation pursuant to this Section 6.1(b)(v10.3(d) shall will be made only if and only to the extent that such Partner the Member would have a deficit balance in its an Adjusted Capital Account for such Series deficit after all other allocations provided for in this Section 6.1(b) (other than Section 6.1(b)(iii)) Agreement have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v10.3(d) were not in this the Agreement. (vie) Nonrecourse Deductions attributable to Notwithstanding the foregoing provisions of Section 10.2 and Section 10.3, a Series for Member will not be allocated any taxable year shall item of loss or deduction if such allocation would cause or increase a deficit balance in such Member's Adjusted Capital Account. Instead, such item of loss or deduction will be allocated to the Partners of Members entitled to receive such Series allocation under Treasury Regulation Section 1.704 in accordance with proportion to their respective Percentage Interests for such SeriesInterest. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viiif) To the extent an any adjustment to the adjusted tax basis of any Company asset pursuant to Code Sections Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a SeriesAccounts, the amount of such adjustment appropriate adjustments to the Capital Accounts shall be treated as an item made. (g) The allocations stated in Sections 10.3(a) through (f) above (the "Regulatory Allocations"), are intended to comply with certain requirements of gain (the Treasury Regulations. Notwithstanding the provisions of Section 10.3, the Regulatory Allocations can be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Member will be equal to the net amount that would have been allocated to each such Member 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 Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisionsRegulatory Allocations had not occurred.

Special Allocations. Notwithstanding any other provisions provision of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain attributable to a Series during any Partnership taxable yearperiod, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(21.704-2(g)(2) and (j)(2)(i1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(b6.1(d), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 6.1(d) with respect to such taxable yearperiod (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(b)(i6.1(d)(i) is intended to comply with the minimum gain Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any Partnership taxable yearperiod, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year period shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in ACCESS MIDSTREAM PARTNERS, L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP Treasury Regulation Section Sections 1.704-2(i)(4) and (j)(2)(ii1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(b6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.16.1(d), other than Section 6.1(b)(i6.1(d)(i) aboveand other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable yearperiod. This Section 6.1(b)(ii6.1(d)(ii) is intended to comply with the partner nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions provision of this Section 6.15.01, the following special allocations shall be made on a Series by Series basis in the following order for each such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.15.01, if there is a net decrease in Partnership Minimum Gain attributable to a Series during any Partnership taxable yearperiod, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(61.704‑2(f)(6), (g)(21.704‑2(g)(2) and (j)(2)(i1.704‑2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(b5.01(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 5.01(b) with respect to such taxable yearperiod (other than an allocation pursuant to Sections 5.01(b)(vi) and 5.01(b)(vii)). This Section 6.1(b)(i5.01(b)(i) is intended to comply with the minimum gain Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f1.704‑2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 5.01 (other than Section 6.1(b)(i) above5.01(b)(i)), except as provided in Regulation Section 1.704‑2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any Partnership taxable yearperiod, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year period shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4Sections 1.704‑2(i)(4) and (j)(2)(ii1.704‑2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(b5.01(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.15.01(b), other than Section 6.1(b)(i5.01(b)(i) aboveand other than an allocation pursuant to Sections 5.01(b)(vi) and 5.01(b)(vii), with respect to such taxable yearperiod. This Section 6.1(b)(ii5.01(b)(ii) is intended to comply with the partner nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(41.704‑2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions of section 1 of this Section 6.1Exhibit B, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period:made. (ia) Notwithstanding any other provision Minimum Gain Chargeback (Nonrecourse Liabilities). Except as otherwise provided in Section 1.704 2(f) of this Section 6.1the Regulations, if there is a net decrease in Partnership Minimum Gain attributable to a Series during for any taxable yearCompany Year, each Partner of such Series Member shall be specially allocated items of Company income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in an amount equal to such Member's share of the manner and amounts provided net decrease in Treasury Regulation Partnership Minimum Gain to the extent required by Regulations Section 1.704-2(f). The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6), (g)(22(f) and (j)(2)(i). For purposes i) of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable yearRegulations. This Section 6.1(b)(isubsection 2 (a) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subsection 2(a) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (iib) Notwithstanding Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above)Regulations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series Partner Nonrecourse Debt during any taxable yearCompany Year, any Partner with each Member who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain at Debt, determined in accordance with Section 1.704-2(i)(5) of the beginning of such taxable year Regulations, shall be specially allocated items of Company income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in an amount equal to that Member's share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt to the extent and in the manner and amounts provided in Treasury Regulation required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1. 704-2(i)(4) and (j)(2)(ii). For purposes j)(2) of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable yearRegulations. This Section 6.1(b)(iisubsection 2(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in Treasury Regulation Section 1.704-2(i)(4) said section of the Regulations and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners Allocations pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(vsubsection 2(b) shall be made only if and in proportion to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable respective amounts required to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Serieseach Member pursuant hereto. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions of this Section 6.15.1, the following special allocations shall be made on a Series by Series basis made, to the least extent necessary to satisfy section 704(b) of the Code and the Regulations promulgated thereunder, in the following order for each taxable periodorder: (ia) Notwithstanding any other provision of this Section 6.1, if Minimum Gain Chargeback (Nonrecourse Liabilities). If there is a net decrease in Partnership Minimum Gain attributable to for any LLC fiscal year (except as a Series during any taxable yearresult of conversion or refinancing of LLC Indebtedness, certain capital contributions or revaluation of the LLC property as further outlined in Regulation Sections 1.704-2(d)(4), (f)(2) or (f)(3)), each Partner of such Series Member shall be specially allocated items of LLC income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in an amount equal to that Member's share of the manner and amounts provided net decrease in Treasury Partnership Minimum Gain. The items to be so allocated shall be determined in accordance with Regulation Sections Section 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 with respect to such taxable year. This Section 6.1(b)(iparagraph (a) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph (a) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (iib) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if Minimum Gain Attributable to Partner Nonrecourse Debt. If there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable yearfiscal year (other than due to the conversion, any Partner with a share refinancing or other change in the debt instrument causing it to become partially or wholly nonrecourse, certain capital contributions, or certain revaluations of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year Partnership property (as further outlined in Regulation Section 1.704-2(i)(4)), each Member shall be specially allocated items of LLC income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in an amount equal to the manner and amounts provided Member's share of the net decrease in Treasury the Minimum Gain Attributable to Partner Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(i)(4) and (j)(2)(iij)(2). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(iiparagraph (b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in Treasury Regulation Section 1.704-2(i)(4) said section of the Regulations and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners Allocations pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; paragraph (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(vb) shall be made only if and in proportion to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable respective amounts required to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Serieseach Member pursuant hereto. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions provision of this Section 6.15.1, the following special allocations shall be made on a Series by Series basis in the following order for each such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.15.1, if there is a net decrease in Partnership Minimum Gain attributable to a Series during any Partnership taxable yearperiod, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(21.704-2(g)(2) and (j)(2)(i1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(b5.1(d), each Partner’s 's Adjusted Capital Account balance for such Series 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 6.1 5.1(d) with respect to such taxable yearperiod (other than an allocation pursuant to Sections 5.1(d)(vi) or 5.1(d)(vii)). This Section 6.1(b)(i5.1(d)(i) is intended to comply with the minimum gain Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Minimum Gain Attributable to Partner Nonrecourse Debt. Notwithstanding the any other provisions provision of this Section 6.1 5.1 (other than Section 6.1(b)(i) above5.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any Partnership taxable yearperiod, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year period shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Section Sections 1.704-2(i)(4) and (j)(2)(ii1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(b5.1(d), each Partner’s 's Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.15.1(d), other than Section 6.1(b)(i5.1(d)(i) aboveand other than an allocation pursuant to Sections 5.1(d)(vi) or 5.1(d)(vii), with respect to such taxable yearperiod. This Section 6.1(b)(ii5.1(d)(ii) is intended to comply with the partner nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions provision of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain attributable to a Series during any Partnership taxable yearperiod, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(21.704-2(g)(2) and (j)(2)(i1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(b6.1(e), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 6.1(e) with respect to such taxable yearperiod (other than an allocation pursuant to Sections 6.1(e)(vi) and 6.1(e)(vii)). This Section 6.1(b)(i6.1(e)(i) is intended to comply with the minimum gain Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above6.1(e)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any Partnership taxable yearperiod, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year period shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Section Sections 1.704-2(i)(4) and (j)(2)(ii1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(b6.1(e), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.16.1(e), other than Section 6.1(b)(i6.1(e)(i) aboveand other than an allocation pursuant to Sections 6.1(e)(vi) and 6.1(e)(vii), with respect to such taxable yearperiod. This Section 6.1(b)(ii6.1(e)(ii) is intended to comply with the partner nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i[Deleted.] (iv) and 6.1(b)(ii) above, in Qualified Income Offset. In the event any Partner unexpectedly receives an adjustmentany adjustments, allocation allocations or distribution distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) 1.704-1(b)(2)(ii)(d)(5), or (6) attributable to a Series1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain of such Series shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such the Treasury RegulationRegulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustmentadjustments, allocation allocations or distribution distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(ivSection 6.1(e)(i) or 6.1(b)(v(ii). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (ia) Notwithstanding any other provision of this Agreement, “partner nonrecourse deductions” (as defined in Regulations Section 6.11.704-2(i)), if there is a net decrease in Minimum Gain attributable to a Series during any taxable yearany, each Partner of such Series the Venture shall be allocated to the Member who bears the economic risk of loss with respect to the debt to which such deductions are attributable in accordance with Regulations Sections 1.704-2(i), and “nonrecourse deductions” (as defined in Regulations Section 1.704-2(b)(1)) of the Venture shall be allocated to the Members in accordance with their respective Percentage Interests. (a) This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of income, gain, loss, and deduction shall be allocated to the Members to the extent and in the manner required by such provisions. (b) To the extent that any loss or deduction otherwise allocable to a Member (the “Restricted Member”) hereunder would cause such Member to have Adjusted Capital Account Deficit as of the end of the taxable period to which such loss or deduction relates (after taking into account the allocation of all items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6period), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series loss or deduction 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall not be allocated to such Partner in an amount Member and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain instead shall be allocated to the Series LH Partners Members in accordance with their respective Series LH Percentage Interests until Section 6.02 as if the aggregate amounts Restricted Member were not a Member. (c) Any allocations required to be made pursuant to Section 6.03(a), Section 6.03(b) and Section 6.03(c) (the “Regulatory Allocations”) shall be taken into account, to the extent permitted by the Regulations, in computing subsequent and concurrent allocations of income, gain, loss or deduction pursuant to Section 6.02 so that the net amount of any items so allocated and all other items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners Member shall, to the Series AC Partnersextent possible, Series EA Partners or Series ME Partners, as applicable, be equal to the amount that would have been allocated to each Member pursuant to Section 6.2(c), 6.02 had such Regulatory Allocations under this Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years;6.03 not occurred. (Bd) in It is intended that prior to a distribution of the event that proceeds from a liquidation of the Series AC Partners become obligated to make payments Venture pursuant to the Series LH Partners pursuant to provisions of Section 6.5(c)11.03, items the positive Capital Account balance of Partnership gross income and gain each Member shall be allocated equal to the Series AC Partners amount of liquidation proceeds that such Member is entitled to receive in accordance with their respective Series AC Percentage Interests until the aggregate amounts provisions of items allocated Section 11.03. Accordingly, notwithstanding anything to the Series AC Partners pursuant to contrary in this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners Article 6, to the Series LH Partners pursuant to extent necessary and permissible or required under Section 6.5(c704(b) for such taxable year of the Code and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d)Regulations promulgated thereunder, items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain gross deductions, of such Series in the amount Venture for the year of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to liquidation of the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year Venture shall be allocated among the Members so as to bring the positive Capital Account balance of each Member as close as possible to the Partners of amount that such Series Member is entitled to receive in accordance connection with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners liquidation in accordance with the ratios provisions of Section 11.03. (e) The Members intend for the allocation provisions contained in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended this Agreement to comply with Section 704(b) of the Code and the Regulations promulgated thereunder, and the allocation provisions of Treasury Regulation Section 1.704-2(i) and herein shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners applied in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisionstherewith.

Special Allocations. Notwithstanding any other provisions provision of this Section 6.1, the following special allocations shall be made on a Series by Series basis for each taxable period in the following order for each taxable periodorder: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain attributable to a Series during any Partnership taxable yearperiod, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(21.704-2(g)(2) and (j)(2)(i1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(b6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application WESTERN REFINING LOGISTICS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 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 Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such Series period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance 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 6.1 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable yearperiod. This Section 6.1(b)(i6.1(d)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provisions of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (ia) Notwithstanding any other provision of this Agreement, “partner nonrecourse deductions” (as defined in Regulations Section 6.11.704-2(i)), if there is a net decrease in Minimum Gain attributable to a Series during any taxable yearany, each Partner of such Series the Venture shall be allocated to the Member who bears the economic risk of loss with respect to the debt to which such deductions are attributable in accordance with Regulations Sections 1.704‑2(i), and “nonrecourse deductions” (as defined in Regulations Section 1.704‑2(b)(1)) of the Venture shall be allocated to the Members in accordance with their respective Percentage Interests. (b) This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of income, gain, loss, and deduction shall be allocated to the Members to the extent and in the manner required by such provisions. (c) To the extent that any loss or deduction otherwise allocable to a Member (the “Restricted Member”) hereunder would cause such Member to have Adjusted Capital Account Deficit as of the end of the taxable period to which such loss or deduction relates (after taking into account the allocation of all items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6period), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series loss or deduction 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 6.1 with respect to such taxable year. This Section 6.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall not be allocated to such Partner in an amount Member and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain instead shall be allocated to the Series LH Partners Members in accordance with their respective Series LH Percentage Interests until Section 6.02 as if the aggregate amounts Restricted Member were not a Member. (d) Any allocations required to be made pursuant to Section 6.03(a), Section 6.03(b) and Section 6.03(c) (the “Regulatory Allocations”) shall be taken into account, to the extent permitted by the Regulations, in computing subsequent and concurrent allocations of income, gain, loss or deduction pursuant to Section 6.02 so that the net amount of any items so allocated and all other items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners Member shall, to the Series AC Partnersextent possible, Series EA Partners or Series ME Partners, as applicable, be equal to the amount that would have been allocated to each Member pursuant to Section 6.2(c6.02 had such Regulatory Allocations under this Section 6.03 not occurred. The fact that certain of the Regulatory Allocations will be offset with other Regulatory Allocations shall be taken into account in applying this Section 6.03(d), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years;. (Be) in It is intended that prior to a distribution of the event that proceeds from a liquidation of the Series AC Partners become obligated to make payments Venture pursuant to the Series LH Partners pursuant to provisions of Section 6.5(c)11.03, items the positive Capital Account balance of Partnership gross income and gain each Member shall be allocated equal to the Series AC Partners amount of liquidation proceeds that such Member is entitled to receive in accordance with their respective Series AC Percentage Interests until the aggregate amounts provisions of items allocated Section 11.03. Accordingly, notwithstanding anything to the Series AC Partners pursuant to contrary in this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners Article 6, to the Series LH Partners pursuant to extent necessary and permissible or required under Section 6.5(c704(b) for such taxable year of the Code and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d)Regulations promulgated thereunder, items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain gross deductions, of such Series in the amount Venture for the year of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to liquidation of the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year Venture shall be allocated among the Members so as to cause the positive Capital Account balance of each Member immediately prior to the Partners final liquidating distribution of the Venture to equal, as close as possible, the amount that such Series Member is entitled to receive in accordance connection with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners final liquidating distribution in accordance with the ratios provisions of Section 11.03. (f) The Members intend for the allocation provisions contained in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended this Agreement to comply with Section 704(b) of the Code and the Regulations promulgated thereunder, and the allocation provisions of Treasury Regulation Section 1.704-2(i) and herein shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners applied in a manner consistent with therewith as determined by the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisionsNorthStar Member.

Special Allocations. Notwithstanding any other provisions provision of -------------------- this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each such ------------ taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any ----------------------------------- other provision of this Section 6.1, if there is a net decrease in Partnership ----------- Minimum Gain attributable to a Series during any Partnership taxable yearperiod, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(21.704-2(g)(2) and (j)(2)(i1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(b6.1(d), each Partner’s 's --------------- Adjusted Capital Account balance for such Series 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 6.1 6.1(d) with respect to such -------------- taxable yearperiod (other than an allocation pursuant to Sections 6.1(d)(v) and ---------------------- 6.1(d)(vi)). This Section 6.1(b)(i6.1(d)(i) is intended to comply with the minimum gain Partnership ----------- ---------------- Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. ------------------------------------------------------- Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above----------- ------- 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if ---------- there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any Partnership taxable yearperiod, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year period shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Section Sections 1.704-2(i)(4) and (j)(2)(ii1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(b6.1(d), each Partner’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, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.'s --------------

Special Allocations. Notwithstanding any Section 5.1, for each fiscal year or other provisions of this Section 6.1relevant period, the following special allocations shall items of income or loss shall, to the extent not previously reflected in the Capital Accounts of the Members, be made on a Series by Series basis specially allocated to their Capital Accounts, in the following order for each taxable periodand priority: (ia) Notwithstanding any other provision of this Section 6.1Deductions attributable to exploration costs, if IDCs, and operating and maintenance costs shall be allocated 100% to the Class B Members pro rata in accordance with their Class B Percentage Interests for each fiscal year. (b) If there is a net decrease in Minimum Gain attributable “partnership minimum gain” (as defined in Treasury Regulations § 1.704-2(b)(2) and as computed under Treasury Regulations § 1.704-2(d)) for the taxable year or other relevant period, then, to a Series during any taxable yearthe extent required by the Treasury Regulations, each Partner of such Series shall be allocated items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) determined in accordance with the manner and amounts provided in provisions of Treasury Regulation Sections Regulations § 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance for such Series shall be determined, and the allocation of income or gain required hereunder shall be effected, prior specially allocated to the application Members in an amount equal to each Member’s share of any other allocations pursuant to this Section 6.1 the net decrease in partnership minimum gain (determined in accordance with respect to such taxable yearthe provisions of Treasury Regulations § 1.704-2(g)). This Section 6.1(b)(i5.2(a) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewithwith, and subject to the exceptions contained in, Treasury Regulations § 1.704-2(f). (iic) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above), if If there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at “partner nonrecourse debt minimum gain” (as defined in Treasury Regulations § 1.704-2(i)(2)) for the beginning of such taxable year shall be allocated or other relevant period, then, to the extent required by the Treasury Regulations, items of income and gain attributable to such Series for such year (and, if necessary, subsequent taxable years) determined in accordance with the manner and amounts provided in provisions of the Treasury Regulation Section Regulations § 1.704-2(i)(4)) and (j)(2)(ii). For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior specially allocated to the application Members in an amount equal to each Member’s share of any other allocations pursuant to this Section 6.1, other than Section 6.1(b)(i) above, with respect to such taxable year. This Section 6.1(b)(ii) is intended to comply with the net decrease in partner nonrecourse debt minimum gain chargeback requirement (determined in accordance with the provisions of Treasury Regulation Section Regulations § 1.704-2(i)(42(i)(5)). This Section 5.2(c) and shall be interpreted consistently therewithwith, and subject to the exceptions contained in, Treasury Regulations § 1.704-2(i)(4). (iiid) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in In the event that a deficit in a Member’s Adjusted Capital Account is created or increased as a result of any Partner unexpectedly receives an adjustmentallocations, allocation adjustments or distribution distributions described in Treasury Regulation Sections Regulations §§ 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series), such Member will be allocated items of income and gain (consisting of a pro rata portion of each item of Company income and gain for such Series shall be allocated to such Partner year) in an amount and manner sufficient to eliminate, to the extent required by such the Treasury RegulationRegulations, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.1(b)(v5.2(d) shall be made only if and to the extent that such Partner Member would have such a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided for in this Section 6.1(b) (other than Section 6.1(b)(iii)) Agreement have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v5.2(d) were not in this Agreement. (vie) “Nonrecourse Deductions attributable deductions” (as defined in Treasury Regulations §§ 1.704-2(b)(1) and (c)) shall be specially allocated among the Members in accordance with the method by which the Members share profits, as determined by the Board. (f) “Partner nonrecourse deductions” (as defined in Treasury Regulations § 1.704-2(i)(2)) shall be specially allocated to a Series the Members who bear the economic risk of loss for any taxable year the liability to which the deductions are attributable, determined in accordance with the principles of Treasury Regulations § 1.704-2(i)(1). (g) No 704(b) Net Loss shall be allocated to a Member to the Partners of extent that such Series allocation would cause or increase a deficit balance in accordance with their Percentage Interests for such SeriesMember’s Adjusted Capital Account. Instead, such 704(b) Net Loss shall be allocated among the other Members so as to allocate the maximum permissible losses to each Member under Treasury Regulations § 1.704‑1(b)(2)(ii)(d). (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viiih) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Sections §§ 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), required to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Seriesunder Treasury Regulations § 1.704-1(b)(2)(iv)(m), the amount of such the adjustment to the Capital Accounts shall be treated included as an item of gain income (if the adjustment increases the basis of the assetpositive) or loss (if the adjustment decreases such basis), negative) and such item of gain or loss shall be specially allocated to the Partners in a manner Members consistent with the manner in which their Series Capital Accounts are required to be adjusted by such Treasury Regulation. (i) The Company’s “excess nonrecourse liabilities” (as defined in Treasury Regulations § 1.704-3(a)(3)) for a particular fiscal year shall be allocated among the Members in accordance with the method by which the Members share profits, as determined by the Board. (j) The Company and the Members acknowledge that allocations like those described in proposed Treasury Regulations § 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of 704(b) Net Income and 704(b) Net Loss and items of income, gain, loss and deduction provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of 704(b) Net Income and 704(b) Net Loss and items of income, gain, loss and deduction will be made in accordance with proposed Treasury Regulations § 1.704-1(b)(4)(xii)(c) or any successor provision or guidance. (k) In the case of a sale or other disposition of depletable property, the portion of the amount realized on such sale or other disposition that does not exceed the Company’s Simulated Basis in the depletable property shall be allocated among the Members in the same ratios that the aggregate adjusted tax basis of the property was allocated under the last sentence of Section 5.3(d). 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 Members in the same manner that 704(b) Net Income (i.e., Simulated Gain) is allocated pursuant to such provisionsSection 5.1.

Special Allocations. Notwithstanding any other provisions provision of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain attributable to a Series during any Partnership taxable yearperiod, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(21.704-2(g)(2) and (j)(2)(i1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(b6.1(d), each Partner’s Adjusted Capital Account balance for such Series 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 6.1 6.1(d) with respect to such taxable yearperiod (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(b)(i6.1(d)(i) is intended to comply with the minimum gain Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.. PBF LOGISTICS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i) above6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any Partnership taxable yearperiod, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable year period shall be allocated items of Partnership income and gain attributable to such Series for such year period (and, if necessary, subsequent taxable yearsperiods) in the manner and amounts provided in Treasury Regulation Section Sections 1.704-2(i)(4) and (j)(2)(ii1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(b6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.16.1(d), other than Section 6.1(b)(i6.1(d)(i) aboveand other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable yearperiod. This Section 6.1(b)(ii6.1(d)(ii) is intended to comply with the partner nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.