Common use of Special Allocations Clause in Contracts

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision 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) 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 periodyear, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2(g)(2) and 1.704-2(j)(2)(i(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d6.1(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(d) 6.1 with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))year. This Section 6.1(d)(i6.1(b)(i) is intended to comply with the Partnership Minimum Gain 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)(46.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any Partnership taxable periodyear, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period year shall be allocated items of Partnership income and gain attributable to such Series for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treasury Regulation Sections Section 1.704-2(i)(4) and 1.704-2(j)(2)(ii(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d6.1(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d)6.1, other than Section 6.1(d)(i6.1(b)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)above, with respect to such taxable periodyear. This Section 6.1(d)(ii6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback of items of income and gain 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 provision of this Section 6.1, the following special allocations shall be made for each taxable period: (ia) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if If there is a net decrease in Partnership Minimum Gain 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 periodyear, each Partner the Partners shall be specially allocated items of Partnership income and gain for such period year (and, if necessary, subsequent periodsyears) 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), 1.704-2(g)(22(g) and 1.704-2(j)(2)(i2(i)(5), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance 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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)1.704-2(f). This Section 6.1(d)(i7.3(a) is intended to comply with the Partnership Minimum Gain minimum gain chargeback requirement requirements in Treasury Regulation Section 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). (b) If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate 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 that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article VII have been tentatively made as if this Section 7.3(b) were not in this Agreement. This Section 7.3(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith. (c) If any Partner has a deficit Capital Account at the end of any Fiscal 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) Chargeback the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences 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 Regulations Section 1.704-2(i)(42(g)(1) and 1.704-2(i)(5), if there is a net decrease in each such 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 specially allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 7.3(c) shall be made only if and amounts to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in Treasury Regulation Sections this Article VII have been tentatively made as if Section 7.3(b) and this Section 7.3(c) were not in this Agreement. (d) Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Percentage Interests. (e) Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(42(j). (f) 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 Any special allocations of income or gain required hereunder pursuant to Sections 7.3(b) or 7.3(c) hereof shall be effected, prior to the application of any other taken into account in computing subsequent allocations pursuant to Section 7.1 and 7.2 and this Section 6.1(d7.3(f), so that the net amount of any items so allocated and all other than Section 6.1(d)(i) and other than an allocation items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Section 6.1(d)(viSections 7.3(b) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(iior 7.3(c) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithhad not occurred.

Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period: (i) Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.16.04, if there is a net decrease in Partnership Company Minimum Gain during any Partnership taxable period, each Partner Member shall be allocated items of Partnership Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections Treas. Reg. §1.704-2(f)(62(f), 1.704-2(g)(2(g)(2) and 1.704-2(j)(2)(i(j), or any successor provision. For purposes of this Section 6.1(d)6.04, each PartnerMember’s Adjusted Capital Account balance 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(d) Article 6 with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))period. This Section 6.1(d)(i6.04(a)(i) is intended to comply with the Partnership Minimum Gain partnership minimum gain chargeback requirement in Treasury Regulation Section Treas. Reg. §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 6.04 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(46.04(a)(i) above), if there is a net decrease in Partner Member Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner Member with a share of Partner Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections Treas. Reg. §1.704-2(i)(4) and 1.704-2(j)(2)(ii(j)(2), or any successor provisions. For purposes of this Section 6.1(d)6.04, each PartnerMember’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d6.04(a), other than Section 6.1(d)(i6.04(a)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)above, with respect to such taxable period. This Section 6.1(d)(ii6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback of items of income and gain requirement in Treasury Regulation Section Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii). (iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement. (v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests. (vi) Member Nonrecourse Deductions for any taxable period 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 Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). 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.

Special Allocations. Notwithstanding any other provision provisions of this Section 6.1, the following special allocations shall be made for each taxable periodin the following order of priority: (ia) Partnership Minimum Gain ChargebackChargeback (Nonrecourse Liabilities). Notwithstanding any other provision 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 during for any Partnership taxable periodFiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such period year (and, if necessary, subsequent periodsyears) 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), 1.704-2(g)(22(f) and 1.704-2(j)(2)(i), or any successor provision. For purposes (j)(2) 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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))Treasury Regulations. This Section 6.1(d)(i) subparagraph is intended to comply with the Partnership Minimum Gain 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) Chargeback of Partner Nonrecourse Debt Minimum GainGain Chargeback. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except Except as otherwise provided in Treasury Regulation 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 Minimum Gain during any Partnership taxable periodFiscal 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 period Treasury Regulations, shall be specially allocated items of Partnership income and gain for such period year (and, if necessary, subsequent periodsyears) 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 accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii(j), 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s '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(d) with respect to such taxable period (other than an allocation pursuant to Section Sections 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 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 '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(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section Sections 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision of anything that may be to the contrary in this Section 6.1Agreement, the following special allocations shall be made for each taxable periodprior to any other allocations under this Agreement and in the following order of priority: (a) Minimum gain shall be allocated as follows: (i) Partnership Minimum Gain ChargebackExcept as otherwise provided in Treas. Notwithstanding any other provision of this Section 6.1Reg. § 1.704-2(f), if there is a net decrease in Partnership Company Minimum Gain during any Partnership taxable Fiscal Year or period, each Partner Member shall be specially allocated items of Partnership Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal 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), . The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(g)(22(f) and 1.704-2(j)(2)(i), or any successor provision. 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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)i). This Section 6.1(d)(i) provision is intended to comply with the Partnership Minimum Gain minimum gain chargeback requirement in Treasury Regulation Section requirements of Treas. Reg. § 1.704-2(f) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (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 Except as otherwise provided in Treasury Regulation Section Treas. Reg. § 1.704-2(i)(4), if there is a net decrease in Partner the Member Nonrecourse Debt Minimum Gain during any Partnership taxable Fiscal Year or period, any Partner with each Member who has a share of Partner the Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period Gain, determined in accordance with Treas. Reg. § 1.704-2(i)(5), shall be specially allocated items of Partnership Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to that Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and in the manner and amounts provided required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be determined in Treasury Regulation Sections accordance with Treas. Reg. §§ 1.704-2(i)(4) and 1.704-2(j)(2)(ii(j)(2), 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(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 period. This Section 6.1(d)(ii) provision is intended to comply with the minimum gain chargeback of items of income and gain requirement with respect to Member Nonrecourse Debt contained in Treasury Regulation Section Treas. 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. (b) If a Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §§ 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that would not prevent such Member from having, or would cause such Member to have, an Adjusted Capital Account Deficit, then items of Company income (including gross income) and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, as quickly as possible, such Adjusted Capital Account Deficit. This Section 6.04(b) is intended to constitute a “qualified income offset” under Treas. Reg. § 1.704-l(b)(2)(ii)(d) and shall be interpreted and applied consistently therewith. (c) Nonrecourse Deductions, if any, for any Fiscal Year or period shall be allocated to the Members in accordance with their respective Percentage Interests. (d) Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect to a Member Nonrecourse Debt shall be specially allocated to the Member that bears the economic risk of loss for such Member Nonrecourse Debt (as determined under Treas. Reg. §§ 1.704-2(b)(4) and 1.704-2(i)(1)). (e) To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among the Members in a manner consistent with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to such section 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 provision of this Section 6.1, the The following special allocations shall be made for each taxable periodin the following order: (i) 4.4.1 In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain Chargeback. Notwithstanding or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable periodArticle 4, each Partner shall receive such special allocations of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2. 4.4.2 Subject to Section 4.4.1, but notwithstanding any other provision of this Article 4, items of income and gain shall be specially allocated to the Partners in a manner that complies with the “qualified income offset” requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3). 4.4.3 In the event that a Partner has a deficit Capital Account balance at the end of any fiscal 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 Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such period (and, if necessary, subsequent periodsfiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)amount of such excess as quickly as possible; provided, 1.704-2(g)(2) and 1.704-2(j)(2)(i)however, or that any successor provision. For purposes of allocation under this Section 6.1(d), each Partner’s Adjusted 4.4.3 shall be made only if and to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all allocations provided for in this Article 4 have been tentatively made as if this Section 4.4.3 were not in this Agreement. 4.4.4 Partner Nonrecourse Deductions shall be determined, and specially allocated to the allocation Partners in the manner in which they share the economic risk of income or gain required hereunder 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 effected, prior specially allocated to the application Partners, pro rata, in proportion to their respective Percentage Interests. 4.4.6 The amounts of any other allocations Partnership income, gain, loss or expense available to be specially allocated 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 4.4 shall be interpreted consistently therewithdetermined 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. (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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the The following special allocations shall be made for each taxable periodin the following order: (i) 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain Chargeback. Notwithstanding or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable periodArticle 4, each Partner shall receive such special allocations of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2. 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Article 4, items of income and gain shall be specially allocated to the Partners in a manner that complies with the “qualified income offset” requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3). 4.4.3. In the event that a Partner has a deficit Capital Account balance at the end of any fiscal 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 Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such period (and, if necessary, subsequent periodsfiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)amount of such excess as quickly as possible; provided, 1.704-2(g)(2) and 1.704-2(j)(2)(i)however, or that any successor provision. For purposes of allocation under this Section 6.1(d), each Partner’s Adjusted 4.4.3 shall be made only if and to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all allocations provided for in this Article 4 have been tentatively made as if this Section 4.4.3 were not in this Agreement. 4.4.4. Partner Nonrecourse Deductions shall be determined, and specially allocated to the allocation Partners in the manner in which they share the economic risk of income or gain required hereunder 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 effected, prior specially allocated to the application Partners, pro rata, in proportion to their respective Percentage Interests. 4.4.6. The amounts of any other allocations Partnership income, gain, loss or expense available to be specially allocated 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 4.4 shall be interpreted consistently therewithdetermined 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. (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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision 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 for each taxable period: (i) Partnership Minimum Gain Chargebackallocated in the manner required by Treasury Regulations Section 1.704-2(i). Notwithstanding any other provision of this Section 6.1, if If there is a net decrease during a Taxable Year in Partnership Minimum Gain during any Partnership taxable periodpartner nonrecourse debt minimum gain (as defined in Treasury Regulations Section 1.704-2(i)(3)), each Partner shall be allocated items of Partnership income and gain Profits for such period Taxable Year (and, if necessary, for subsequent periodsTaxable 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), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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 Regulations Section 1.704-2(i)(4). (b) Except as otherwise provided in Section 4.3(a), if there is a net decrease in Partner Nonrecourse Debt the Minimum Gain during any Partnership taxable periodTaxable Year, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period each Unitholder shall be allocated items of Partnership income and gain Profits for such period Taxable Year (and, if necessary, for subsequent periodsTaxable Years) in the amounts and of such character as determined according to 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 Unitholder who unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulation Sections Regulations Section 1.704-2(i)(41(b)(2)(ii)(d)(4), (5), and (6) has a Deficit Capital Account as of the end of any Taxable Year, computed after the application of Sections 4.3(a) 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 4.3(b) but before the application of any other provision of this Article IV, then Profits for such Taxable Year shall be allocated to such Unitholder in 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 consistent therewith. (d) Subject to the 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 possible, to the Unitholders in such amounts so that the net Profits and Losses allocated pursuant to this Section 6.1(d4.3(d) and Sections 4.3(a), other than Section 6.1(d)(i(b), and (c) are equal to the net Profits and other than an allocation Losses that would have been allocated to the Unitholders if such allocations pursuant to Section 6.1(d)(vi) and Section 6.1(d)(viiSections 4.3(a), with respect to such taxable period. This Section 6.1(d)(ii(b), and (c) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithhad not been made.

Special Allocations. Notwithstanding (a) In the event a Member unexpectedly receives any other provision adjustment, allocation or distribution described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases an Adjusted Capital Account Deficit, items of partnership income and gain shall be specially allocated to such Member so as to eliminate such negative balance as quickly as possible, provided that an allocation pursuant to this Section 6.1, the following special allocations 3.2(a) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for each in this Article 3 have been tentatively made as if this Section 3.2(a) were not in this Schedule J. This subparagraph is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. (b) If a Member has a deficit Capital Account at the end of any taxable period: year that exceeds the sum of (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision 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 6.13.2(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 during for any Partnership taxable periodFiscal Year of Nevada JV, each Partner Member shall be specially allocated items of Partnership partnership income and gain for such period Fiscal Year (and, if necessary, subsequent periodsFiscal Years) 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 Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6), 1.704-2(g)(22(f) and 1.704-2(j)(2)(i), or any successor provision. For purposes (j)(2) 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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))Treasury Regulations. This Section 6.1(d)(i3.2(d) is intended to comply with the Partnership Minimum Gain 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 Member pursuant hereto. (iie) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except Except as otherwise provided in Treasury Regulation 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 Minimum Gain during any Partnership taxable periodFiscal Year of Nevada JV, 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 period Treasury Regulations, shall be specially allocated items of Partnership partnership income and gain for such period Fiscal Year (and, if necessary, subsequent periodsFiscal 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 required by Section 1.704-2(i) of the Treasury Regulations. The items to be so allocated shall be determined in Treasury Regulation accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes (j)(2) 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(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 periodTreasury Regulations. This Section 6.1(d)(ii3.2(e) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of items of income and gain requirement in the Treasury Regulation Section 1.704-2(i)(4) 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 Section 734(b) or Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of such Member’s interest in Nevada JV, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in Nevada JV in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations (a) Loss attributable to Partner Nonrecourse Debt shall be made allocated in the manner required by Regulations Section 1.704-2(i). If there is a net decrease during a taxable year in Partner Minimum Gain, Income for each such taxable period:year (and, if necessary, for subsequent taxable years) shall be allocated to the Limited Partners in the amounts and of such character as is determined according to Regulations Section 1.704-2(i)(4). This Section 5.2(a) is intended to be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(i)(4), and shall be interpreted in a manner consistent therewith. (ib) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Except as otherwise provided in Section 6.15.2(a), if there is a net decrease in Partnership Minimum Gain during any Partnership taxable periodyear, each Limited Partner shall be allocated items of Partnership income and gain Income for such period taxable year (and, if necessary, for subsequent periodstaxable years) 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(f). This Section 5.2(b) is intended to be a “minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(f), and shall be interpreted in a manner consistent therewith. (c) If any Limited Partner that unexpectedly receives an adjustment, allocation or distribution described in Regulations Section 1.704-2(g)(2) and 1.704-2(j)(2)(i1(b)(2)(ii)(d)(4), (5) or any successor provision. For purposes of this Section 6.1(d), each Partner’s (6) has an Adjusted Capital Account balance shall be determinedDeficit as of the end of any taxable year, computed after the application of Section 5.2(a) and the allocation of income or gain required hereunder shall be effected, prior to Section 5.2(b) but before the application of any other allocations pursuant to this provision of Section 6.1(d) with respect 5.1 and Section 5.2, then Income for such taxable year shall be allocated to such taxable period (other than Limited Partner in an allocation pursuant amount and manner sufficient to Section 6.1(d)(vi) and Section 6.1(d)(vii))eliminate such Adjusted Capital Account Deficit as quickly as possible. This Section 6.1(d)(i5.2(c) is intended to comply with the Partnership Minimum Gain chargeback requirement be a “qualified income offset” provision as described in Treasury Regulation Regulations Section 1.704-2(f1(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (iid) Chargeback Income and Loss described in clause (d) of Partner Nonrecourse Debt Minimum Gainthe definition of Gross Asset Value shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Regulations Section 1.704-1(b)(2)(iv)(m). (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. Notwithstanding 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 this Section 6.1 (other than Section 6.1(d)(i))Sections 5.1 and 5.2, except as provided in Treasury Regulation Section 1.704-2(i)(4)but subject to the Regulatory Allocations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any items of Income and Loss of the 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 among the Limited Partners so as to eliminate the effect of Partnership income the Regulatory Allocations and gain for such period (and, if necessary, subsequent periods) thereby cause the respective Capital Account balances of the Limited Partners to be in the manner amounts (or as close thereto as possible) they would have been if Income and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii)Loss had been allocated without reference to the Regulatory Allocations. In general, or any successor provisions. For purposes of the Limited Partners anticipate that this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determinedaccomplished by specially allocating other Income and Loss among the Limited Partners so that, and the allocation of income or gain required hereunder shall be effected, prior to the application extent possible, the net amount of any other Regulatory Allocations and such special allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to each such taxable period. This Section 6.1(d)(ii) Limited Partner is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithzero.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d6.1(c), 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(d6.1(c) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(viSections 6.1(c)(vi) and Section 6.1(d)(vii6.1(c)(vii)). This Section 6.1(d)(i6.1(c)(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)(i6.1(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 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 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(d6.1(c), 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(d6.1(c), other than Section 6.1(d)(i6.1(c)(i) and other than an allocation pursuant to Section 6.1(d)(viSections 6.1(c)(vi) and Section 6.1(d)(vii6.1(c)(vii), with respect to such taxable period. This Section 6.1(d)(ii6.1(c)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision provisions of this Section 6.15.1, the following special allocations shall be made for each taxable periodmade, to the least extent necessary to satisfy section 704(b) of the Code and the Regulations promulgated thereunder, in the following order: (ia) Partnership Minimum Gain ChargebackChargeback (Nonrecourse Liabilities). Notwithstanding any other provision of this Section 6.1, if If there is a net decrease in Partnership Minimum Gain during for any Partnership taxable periodfiscal year (except as a result 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 shall be specially allocated items of Partnership income and gain for such period year (and, if necessary, subsequent periodsyears) 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), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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)(iparagraph (a) is intended to comply with the Partnership Minimum Gain 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) Chargeback of Minimum Gain Attributable to Partner Nonrecourse Debt. If there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 during any fiscal year (other than Section 6.1(d)(i))due to the conversion, except 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 provided further outlined in Treasury Regulation Section 1.704-2(i)(4))), if there is a net decrease in each 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 specially allocated items of Partnership income and gain for such period year (and, if necessary, subsequent periodsyears) 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 Sections Section 1.704-2(i)(4) and 1.704-2(j)(2)(ii(j)(2), 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(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 period. This Section 6.1(d)(iiparagraph (b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph (b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s '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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(viSections 6.1(d)(v) and Section 6.1(d)(vii6.1(d)(vi)). 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 any other provisions provision 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 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 '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(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(viSections 6.1(d)(v) and Section 6.1(d)(vii6.1(d)(vi), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period: (i) Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.17.04, if there is a net decrease in Partnership Company Minimum Gain during any Partnership taxable period, each Partner Member shall be allocated items of Partnership Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections Treas. Reg. § 1.704-2(f)(62(f), 1.704-2(g)(2(g)(2) and 1.704-2(j)(2)(i(j), or any successor provision. For purposes of this Section 6.1(d)7.04, each PartnerMember’s Adjusted Capital Account balance 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(d) Article 6 with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))period. This Section 6.1(d)(i7.04(a)(i) is intended to comply with the Partnership Minimum Gain partnership minimum gain chargeback requirement in Treasury Regulation Section Treas. Reg. § 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 7.04 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(47.04(a)(i) above), if there is a net decrease in Partner Member Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner Member with a share of Partner Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections Treas. Reg. § 1.704-2(i)(4) and 1.704-2(j)(2)(ii(j)(2), or any successor provisions. For purposes of this Section 6.1(d)7.04, each PartnerMember’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d7.04(a), other than Section 6.1(d)(i7.04(a)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)above, with respect to such taxable period. This Section 6.1(d)(ii7.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback of items of income and gain requirement in Treasury Regulation Section Treas. Reg. § 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 7.04(a)(i) and 7.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 7.04(a)(i) and 7.04(a)(ii). (iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 7.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 7.04(a) have been tentatively made as if this Section 7.04(a)(iv) were not in this Agreement. (v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests. (vi) Member Nonrecourse Deductions for any taxable period 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 Treas. Reg. § 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.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the The following special allocations shall be made for each taxable periodin the following order and priority: (ia) Partnership Minimum Gain ChargebackThe provisions of this Agreement relating to the allocations of items of income, gain, loss and deduction are intended to comply with Regulations Sections 1.704-1 and 1.704-2. Notwithstanding In the event that subsequent events (including a loan by a Member to the Company) cause the allocations set forth in Section 7.5 not to be in accordance with the Regulations, then notwithstanding any other provision of this Agreement, the Company may make such modifications to this Agreement (including the addition of special allocation provisions specified by Regulations Section 6.11.704-2) that are necessary to cause such allocations to have substantial economic effect within the meaning of Regulations Section 1.704-1(b)(2) or to be deemed to be in accordance with the Members’ interests in the Company under Regulations Section 1.704-1. Without limiting the foregoing, this Section 7.6(a) is intended to cause the Company to have a “qualified income offset” in compliance with Regulations Section 1.704-1(b)(2)(ii)(d) and shall be applied and interpreted in accordance with such Regulation; provided that an allocation pursuant to the qualified income offset shall be made only after all other allocations provided for in this Section 7.6 have been tentatively made as if there is a net decrease such qualified income offset were not in Partnership Minimum Gain during any Partnership taxable periodthis Agreement. Consistent with this Section 7.6(a), each Partner “nonrecourse deductions,” as defined in Regulations Section 1.704-2(b), shall be allocated items to the Members, pro rata, in accordance with such Treasury Regulations. (b) The allocations set forth in Section 7.6(a) (the “Regulatory Allocations”) are intended to comply with certain requirements of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Regulations Sections 1.704-2(f)(6), 1.704-2(g)(21(b) and 1.704-2(j)(2)(i2. Notwithstanding any other provisions of this Article VII (other than the Regulatory Allocations), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance all Regulatory Allocations shall be determinedtaken into account in allocating other items of income, gain, loss and deduction among the allocation of income or gain required hereunder shall be effectedMembers so that, prior to the application greatest extent possible, the net amount of any other all allocations pursuant to this Section 6.1(d) with respect Article VII 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 each Member 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 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 equal to the application of any other allocations net amount that would have been allocated to each such Member in each Company taxable year or period if the Regulatory Allocations had not occurred. Allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i7.6(b) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), shall only be made with respect to Regulatory Allocations to the extent the Company determines that such taxable period. This Section 6.1(d)(ii) is intended to comply allocations are consistent with the chargeback of items of income and gain requirement overall economic sharing arrangement among the Members, as reflected in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewiththis Agreement.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d6.1(b), 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(d6.1(b) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(viSections 6.1(b)(vi) and Section 6.1(d)(vii6.1(b)(vii)). This Section 6.1(d)(i6.1(b)(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)(i6.1(b)(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 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(d6.1(b), 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(d6.1(b), other than Section 6.1(d)(i6.1(b)(i), Sections 6.1(b)(vi) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii6.1(b)(vii), with respect to such taxable period. This Section 6.1(d)(ii6.1(b)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the The following special allocations shall be made for each taxable periodin the following order: (i) 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain Chargeback. Notwithstanding or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable periodArticle 4, each Partner shall receive such special allocations of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2. 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Article 4, items of income and gain shall be specially allocated to the Partners in a manner that complies with the “qualified income offset” requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3). 4.4.3. In the event that a Partner has a deficit Capital Account balance at the end of any fiscal 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 Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such period (and, if necessary, subsequent periodsfiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)amount of such excess as quickly as possible; provided, 1.704-2(g)(2) and 1.704-2(j)(2)(i)however, or that any successor provision. For purposes of allocation under this Section 6.1(d), each Partner’s Adjusted 4.4.3 shall be made only if and to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all allocations provided for in this Article 4 have been tentatively made as if this Section 4.4.3 were not in this Agreement. 4.4.4. Partner Nonrecourse Deductions shall be determined, and specially allocated to the allocation Partners in the manner in which they share the economic risk of income or gain required hereunder 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 effected, prior specially allocated to the application Partners, pro rata, in proportion to their respective Percentage Interests. 4.4.6. The amounts of any other allocations Partnership income, gain, loss or expense available to be specially allocated 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 4.4 shall be interpreted consistently therewithdetermined 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. (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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision provisions of this Section 6.15.4, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain ChargebackNonrecourse 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 Partnership Minimum Gain during any Partnership taxable periodyear, each Partner Member shall be allocated items of Partnership Company income and gain for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2(g)(2) and 1.704-2(j)(2)(i(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d5.4(c), each PartnerMember’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(d) 5.4 with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))year. This Section 6.1(d)(i5.4(c)(iii) is intended to comply with the Partnership Minimum Gain partner minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (iiiv) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 6.2 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(46.2(c)(iii) above), if there is a net decrease in Partner Member Nonrecourse Debt Minimum Gain during any Partnership taxable periodyear, any Partner Member with a share of Partner Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period year shall be allocated items of Partnership Company income and gain for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treasury Regulation Sections Section 1.704-2(i)(4) and 1.704-2(j)(2)(ii(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d5.4(c), each PartnerMember’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d)5.4, other than Section 6.1(d)(i5.4(c)(iii) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)above, with respect to such taxable periodyear. This Section 6.1(d)(ii5.4(c)(iv) is intended to comply with the partner nonrecourse debt minimum gain chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-1.704 2(i)(4) and shall be interpreted consistently therewith. (v) Except as provided in Sections 5.4(c)(iii) and 5.4(c)(iv) above, in the event any Member unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated to such 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 created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Section 5.4(c)(iii), 5.4(c)(iv) or 5.4(c)(vi). (vi) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable year, such Member shall be allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 5.4(c)(vi) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 5.4(c) (other than Section 5.4(c)(v)) have been tentatively made as if Section 5.4(c)(v) and this Section 5.4(c)(vi) were not in this Agreement. (vii) 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 Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding At the end of each Fiscal Year and notwithstanding any other provision of this Section 6.110.2, the following special allocations shall be made both for each taxable periodCapital Account and for federal income tax purposes unless otherwise provided: (ia) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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 In accordance with the Partnership Minimum Gain chargeback requirement in ordering rules of Treasury Regulation Section 1.704-2(f) 2(j), items of gross income and realized gain first shall be interpreted consistently therewith. (ii) Chargeback allocated in an amount and in a manner that complies with the “chargeback” requirement 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 periodthe “qualified income offset” requirement of Treasury Regulation Section 1.704-1(b)(2)(ii)(d), and the “minimum gain chargeback” requirement of Treasury Regulation Section 1.704-2(f). Further, any Partner with a share “partner non-recourse deductions” within the meaning of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period Treasury Regulation Section 1.704-2(i)(2) attributable to “partner non-recourse debt” shall be allocated items to the Member who bears the “economic risk of Partnership income and gain loss” for such period 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 (anda), if necessaryany, subsequent periods) in the manner and amounts shall thereafter be allocated as provided in Treasury Regulation Sections 1.704-2(i)(4Section 10.2. (b) and 1.704-2(j)(2)(iiIf a taxing authority ignores the characterization of any amounts paid to a Member (or an Affiliate thereof) as salaries, 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 any successor provisions. For purposes payments made to such Member other than in such Member’s capacity as a “partner” within the meaning of this Code Section 6.1(d707(a), each Partnerand 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 Adjusted Capital Account balance Account, then the Compensation shall be determined, and the treated as an allocation of an item of income or gain required hereunder 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 effected, prior allocated the first available items of Company income and gain (including in a succeeding year) in an amount equal to the application Compensation. (c) If the 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 date of the contribution, or (y) any other allocations Property that has been revalued pursuant to this Treasury Regulation Section 6.1(d1.704-1(b)(2)(iv)(f), other than Section 6.1(d)(i) then for federal income tax purposes only and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)not for Capital Account purposes, any income, gain, loss or deduction with respect to such taxable periodProperty shall be allocated among the Members in accordance with Code Section 704(c) and the Treasury Regulations thereunder. This Pursuant to the “traditional method” of making Code Section 6.1(d)(ii704(c) is intended to comply with the chargeback of items of income and gain requirement allocations described in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith3(b).

Special Allocations. Notwithstanding any other provision of this Section 6.1, the The following special allocations shall be made for each taxable periodin the following order: (i) 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain Chargeback. Notwithstanding or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable periodArticle 4, each Partner shall receive such special allocations of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2. 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Article 4, items of income and gain shall be specially allocated to the Partners in a manner that complies with the “qualified income offset” requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3). 4.4.3. In the event that a Partner has a deficit Capital Account balance at the end of any fiscal 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 Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such period (and, if necessary, subsequent periodsfiscal year in accordance with Treasury Regulations Section 1. 704-1(b)(2)(ii)(d)) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)amount of such excess as quickly as possible; provided, 1.704-2(g)(2) and 1.704-2(j)(2)(i)however, or that any successor provision. For purposes of allocation under this Section 6.1(d), each Partner’s Adjusted 4.4.3 shall be made only if and to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all allocations provided for in this Article 4 have been tentatively made as if this Section 4.4.3 were not in this Agreement. 4.4.4. Partner Nonrecourse Deductions shall be determined, and specially allocated to the allocation Partners in the manner in which they share the economic risk of income or gain required hereunder 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 effected, prior specially allocated to the application Partners, pro rata, in proportion to their respective Percentage Interests. 4.4.6. The amounts of any other allocations Partnership income, gain, loss or expense available to be specially allocated 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 4.4 shall be interpreted consistently therewithdetermined 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. (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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision 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 for each taxable periodpursuant to Section 4.1: (ia) Partnership Minimum Gain Chargeback. Notwithstanding If a Partner unexpectedly receives any other provision of this Section 6.1adjustment, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided allocation or distribution described in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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 regulations 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)1(b)(2)(ii)(d)(4), except as provided in Treasury Regulation Section 1.704-2(i)(4(5) or (6), 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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement (including gross income) shall be specially allocated to the Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulation regulations, the deficit balance in the Partner's Capital Account as quickly as possible. This Section 4.2(a) shall be interpreted consistently with Treasury regulations Section 1.704-2(i)(41(b)(2)(ii)(d). (b) To the extent an adjustment to the adjusted tax basis of any Partnership asset under Code Sections 734(b) or 743(b) is required to be taken into account in determining Capital Accounts under Treasury regulations Section 1.704-1(b)(2)(iv)(m), the amount of the Capital 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 the basis of the asset) and shall be interpreted consistently therewithspecially allocated to the Partners consistent with the manner in which their 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 Sections 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 Before any other provision 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 for each taxable periodin the following order: 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) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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 rules set forth in the Treasury Regulation 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 chargebacks" and "partner nonrecourse debt minimum gain chargebacks," and (ii) for this Agreement to contain a "qualified income offset" provision within the meaning of the Treasury Regulations under Section 704(b) of the Code. In no event, however, shall any such special allocations or modifications affect the amount or timing of any distribution to be made to any Member hereunder. 6.3.2 To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Section 1.704-2(fl(b)(2)(iv)(m) and of the Treasury Regulations, to be taken into account in determining capital accounts, the amount of such adjustment to the capital accounts shall be interpreted consistently therewith. treated as an item of gain (iiif the adjustment increases the basis of the asset) Chargeback or loss (if the adjustment decreases the basis of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)asset), except as provided and such gain or loss shall be specially allocated to the Members in Treasury Regulation a manner that is consistent with the manner in which their capital accounts are required to be adjusted pursuant to Section 1.704-2(i)(4l(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), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share an amount of Partner Nonrecourse Debt Minimum Gain at gross income of the beginning Company equal to the amount of such taxable period shall be allocated items of Partnership income and gain for such period payment (and, if necessaryto the extent possible, subsequent periodsof the same character as the income of the Company giving rise to such payment) 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 specially allocated to such Member. 6.3.4 Any interest or other expense incurred by the allocation of income or gain required hereunder shall be effected, prior to the application of Company in connection with any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation borrowing made pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and 5.3 shall be interpreted consistently therewithspecially allocated to CDI.

Special Allocations. Notwithstanding any other provision 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) 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 periodyear, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2(g)(2) and 1.704-2(j)(2)(i(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d6.1(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(d) 6.1 with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))year. This Section 6.1(d)(i6.1(b)(i) is intended to comply with the Partnership Minimum Gain 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)(46.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any Partnership taxable periodyear, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period year shall be allocated items of Partnership income and gain attributable to such Series for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treasury Regulation Sections Section 1.704-2(i)(4) and 1.704-2(j)(2)(ii(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d6.1(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d)6.1, other than Section 6.1(d)(i6.1(b)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)above, with respect to such taxable periodyear. This Section 6.1(d)(ii6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback of items of income and gain 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 pursuant to Section 6.2(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 pursuant to Section 6.2(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 6.3(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 6.3(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 provision of this Section 6.1, the The following special allocations shall be made for each taxable periodin the following order: (ia) Partnership Minimum Gain Chargeback. 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 during any Partnership taxable periodFiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such period Fiscal Year (and, if necessary, subsequent periodsFiscal 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), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)2(j)(2). This Section 6.1(d)(i8.6(a) is intended to comply with the Partnership Minimum Gain minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (iib) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except Except as otherwise provided in Treasury Regulation Regulations Section 1.704-2(i)(4), and notwithstanding any other provision of this Article VIII, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership taxable periodFiscal Year, any each Partner with who has a share of the Partner Nonrecourse Debt Minimum Gain at the beginning of attributable to such taxable period Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such period Fiscal Year (and, if necessary, subsequent periodsFiscal 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 1.704-2(j)(2)(ii2(i)(2), 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(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 period. This Section 6.1(d)(ii8.6(b) is intended to comply with the minimum gain chargeback of items of income and gain requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-l(b)(2)(ii)(d)(4), 1.704-l(b)(2)(ii)(d)(5), or 1.704-1 (b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 8.6(c) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made, as if this Section 8.6(c) were not in this Agreement. (d) In the event any Partner has an Adjusted Capital Account Deficit at the end of any Partnership Fiscal Year, each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 8.6(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account after all other allocations provided for in this Article VIII have been made as if Section 8.6(c) hereof and this Section 8.6(d) were not in this Agreement. (e) Partner Nonrecourse Deductions for any Fiscal Year shall be allocated 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 who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable, in accordance with Regulations Section 1.704-2(i)(l). (g) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) is required, pursuant to Regulations Section 1.704- l(b)(2)(iv)(m)(2), to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of its interest in the Partnership, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specifically allocated to the Partner to whom such distribution was made.

Special Allocations. Notwithstanding any other provision provisions of this Section 6.16.2, the following special allocations shall be made in the following order for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.16.2, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable periodyear, each Partner shall be allocated items of Partnership income and gain for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2(g)(2) and 1.704-2(j)(2)(i(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d6.2(b), 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(d) 6.2 with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))year. This Section 6.1(d)(i6.2(b)(i) is intended to comply with the Partnership Minimum Gain 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 6.2 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(46.2(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable periodyear, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period year shall be allocated items of Partnership income and gain for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treasury Regulation Sections Section 1.704-2(i)(4) and 1.704-2(j)(2)(ii(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d6.2(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d)6.2, other than Section 6.1(d)(i6.2(b)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)above, with respect to such taxable periodyear. This Section 6.1(d)(ii6.2(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.2(b)(i) and 6.2(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), items of Partnership income and gain 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 created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.2(b)(i), 6.2(b)(ii) or 6.2(b)(iv). This Section 6.2(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) In the event any Partner has a deficit balance in its Adjusted Capital Account at the end of any taxable year, such Partner shall be allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.2(b)(iv) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.2(b) (other than Section 6.2(b)(iii)) have been tentatively made as if Section 6.2(b)(iii) and this Section 6.2(b)(iv) were not in this Agreement. (v) Nonrecourse Deductions for any taxable year shall be allocated to the Partners in accordance with their Sharing Ratios. (vi) Partner Nonrecourse Deductions 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 6.2(b)(vi) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (vii) 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 Interest in the 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 Capital Accounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the The following special allocations shall be made for each taxable periodin the following order: (i) 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain Chargeback. Notwithstanding or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable periodArticle 4, each Partner shall receive such special allocations of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2. 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Article 4, items of income and gain shall be specially allocated to the Partners in a manner that complies with the “qualified income offset” requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3). 4.4.3. In the event that a Partner has a deficit Capital Account balance at the end of any fiscal 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 Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such period (and, if necessary, subsequent periodsfiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)amount of such excess as quickly as possible; provided, 1.704-2(g)(2) and 1.704-2(j)(2)(i)however, or that any successor provision. For purposes of allocation under this Section 6.1(d), each Partner’s Adjusted 4.4.3 shall be made only if and to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all allocations provided for in this Article 4 have been tentatively made as if this Section 4.4.3 were not in this Agreement. 4.4.4. Partner Nonrecourse Deductions shall be determined, and specially allocated to the allocation Partners in the manner in which they share the economic risk of income or gain required hereunder 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 effected, prior specially allocated to the application Partners, pro rata, in proportion to their respective Percentage Interests. 4.4.6. The amounts of any other allocations Partnership income, gain, loss or expense available to be specially allocated 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 4.4 shall be interpreted consistently therewithdetermined 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. (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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. (i) Notwithstanding any other provision of this Section 6.1Agreement, the following special allocations shall be made for each taxable period: (i) “partner nonrecourse deductions” (as defined in Section 1.704-2(i) of the Regulations), if any, of the Partnership Minimum Gain Chargebackshall be allocated to the Partner that bears the economic risk of loss within the meaning of Section 1.704-2(i) of the Regulations, and (ii) “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 any, of the Partnership with respect to each period shall be allocated among the Partners in accordance with their respective Percentage Interests. (ii) 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 gross income shall be allocated to the Partners on a priority basis to the extent and in the manner required by such provisions. (iii) Notwithstanding any other provision of this Agreement, no allocation of Losses or items of deduction or expense shall be made to any Partner to the extent that the effect of such allocation would be to cause the Partner to have a negative balance in its Capital Account, after taking into account any adjustments, allocations or distributions described in Section 6.11.704-1(b)(2)(ii)(d)(4), if there is a net decrease (5) or (6) of the Regulations, in excess of the maximum amount of such negative balance such Partner would be obligated (or deemed obligated under the Regulations) to contribute to the Partnership Minimum Gain during upon liquidation. (iv) To the extent that an adjustment to the adjusted tax basis of any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(d) with respect to such taxable period (other than an allocation asset pursuant to Section 6.1(d)(vi734(b) and Section 6.1(d)(vii)). This Section 6.1(d)(ior 743(b) of the Code is intended required, pursuant to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f1(b)(2)(iv)(m) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be interpreted consistently therewithspecially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Regulations. (iiv) Chargeback If the interest 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 in the Partnership changes during a share taxable year the principles of Partner Nonrecourse Debt Minimum Gain at Section 706 of the beginning of such taxable period Code and the Regulations thereunder shall be allocated items of Partnership income and gain applied, as reasonably determined by the Designated Partner, to account for such 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithchange.

Special Allocations. Notwithstanding Before any other provision 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 for each taxable periodin the following order: 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) Partnership Minimum Gain Chargebackto 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 chargebacks" and "partner nonrecourse debt minimum gain chargebacks," and (ii) for this Agreement to contain a "qualified income offset" provision within the meaning of the Treasury Regulations under Section 704(b) of the Code. Notwithstanding In no event, however, shall any other provision such special allocations or modifications affect the amount or timing of this any distribution to be made to any Member hereunder. 6.3.2 To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 6.1734(b) or Section 743(b) of the Code is required, if there is a net decrease pursuant to Section 1.704-l(b)(2)(iv)(m) of the Treasury Regulations, to be taken into account in Partnership Minimum Gain during any Partnership taxable perioddetermining capital accounts, each Partner the amount of such adjustment to the capital accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset), and such gain or loss shall be specially allocated items to the Members in a manner that is consistent with the manner in which their capital accounts are required to be adjusted pursuant to Section 1.704-l(b)(2)(iv)(m) of Partnership 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 and gain for of the Company equal to the amount of such period payment (and, if necessaryto the extent possible, subsequent periodsof the same character as the income of the Company giving rise to such payment) in shall be specially allocated to such Member. 6.3.4 There shall be specially allocated to the manner Class A Member all fees and amounts 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 Treasury Regulation Sections 1.704-2(f)(6)Section 9.4 and such other items of Company income, 1.704-2(g)(2) gain, loss and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s deduction attributable to Funded Securities as are necessary for its Adjusted Capital Account balance shall be determinedBalance to equal, and the allocation of income or gain required hereunder shall be effected, prior to the application extent possible, its Target Capital Account Balance as of any the close of such fiscal year or other allocations accounting period. The items allocated to the Class C Member pursuant to this Section 6.1(d) with respect 6.3.5 shall be drawn from all of the Company's items of income, gain, loss and deduction attributable to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) Funded Securities in a manner that is fair and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply equitable and consistent with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall distributions to 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 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 determinedmade to, and the allocation of income or gain required hereunder shall expenses to be effectedborne by, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithClass C Member hereunder.

Special Allocations. (a) Notwithstanding any provision of Sections 4.7 to the contrary, no allocation of Company losses shall be made to a 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 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. (c) Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1Article IV, if there is a net decrease in Partnership Minimum Gain 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 Partnership Company taxable periodyear, each Partner the Members shall be allocated items of Partnership Company income and gain for such period year (and, if necessary, subsequent periodsyears) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f). This paragraph (c) is intended to comply with the manner minimum gain chargeback requirements in such Treasury Regulations and amounts shall be interpreted consistently therewith, including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(22(f) and 1.704-2(j)(2)(i2(i)(4), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, . (d) To the extent permitted by the Code and the allocation Treasury Regulations thereunder, any special allocations of items of income or gain required hereunder pursuant to Section 4.8(a), Section 4.8(b) or Section 4.8(c) shall be effected, prior taken into account in computing subsequent allocations of Company income or loss pursuant to Section 4.7 so that the net amount allocated to the application of any other allocations Members pursuant to this Section 6.1(d) with respect 4.8 shall, to the extent possible, be equal to the net amounts that would have been allocated to each such taxable period (other than an allocation Member pursuant to the provisions of Section 4.7 if the allocations pursuant to Section 6.1(d)(vi4.8(a), Section 4.8(b) and Section 6.1(d)(vii))4.8(c) had not occurred. (e) If any Interest in the Company is Transferred or otherwise adjusted during any Fiscal Period in compliance with the provisions of 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 divided 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. This 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. (f) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 6.1(d)(i734(b) or Code Section 743(b) is intended required pursuant to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and 1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of that adjustment to the Capital Accounts shall be interpreted consistently therewith. treated as an item of gain (iiif the adjustment increases the basis of the asset) Chargeback or loss (if the adjustment decreases the basis of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)asset), 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 and such taxable period gain or loss shall be specially allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) to the Members in the manner and amounts provided consistent with the manner 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 which their Capital Account balance shall Accounts are required to be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations adjusted pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in that Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithRegulation.

Special Allocations. Notwithstanding (a) In the event, a Member unexpectedly receives any other provision adjustment, allocation or distribution described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases an Adjusted Capital Account Deficit, items of partnership income and gain shall be specially allocated to such Member so as to eliminate such negative balance as quickly as possible, provided that an allocation pursuant to this Section 6.1, the following special allocations 3.2(a) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for each in this Article 3 have been tentatively made as if this Section 3.2(a) were not in this Schedule J. This subparagraph is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. (b) If a Member has a deficit Capital Account at the end of any taxable period: year that exceeds the sum of (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision 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 6.13.2(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 during for any Partnership taxable periodFiscal Year of Nevada JV, each Partner Member shall be specially allocated items of Partnership partnership income and gain for such period Fiscal Year (and, if necessary, subsequent periodsFiscal Years) 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 Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6), 1.704-2(g)(22(f) and 1.704-2(j)(2)(i), or any successor provision. For purposes (j)(2) 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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))Treasury Regulations. This Section 6.1(d)(i3.2(c) is intended to comply with the Partnership Minimum Gain 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 Member pursuant hereto. (iie) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except Except as otherwise provided in Treasury Regulation 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 Minimum Gain during any Partnership taxable periodFiscal Year of Nevada JV, 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 period Treasury Regulations, shall be specially allocated items of Partnership partnership income and gain for such period Fiscal Year (and, if necessary, subsequent periodsFiscal 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 required by Section 1.704-2(i) of the Treasury Regulations. The items to be so allocated shall be determined in Treasury Regulation accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes (j)(2) 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(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 periodTreasury Regulations. This Section 6.1(d)(ii3.2(d) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of items of income and gain requirement in the Treasury Regulation Section 1.704-2(i)(4) 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 Section 734(b) or Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of such Member’s interest in Nevada JV, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in Nevada JV in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the The following special allocations shall be made for each taxable periodin the following order: (i) 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain Chargeback. Notwithstanding or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable periodArticle 4, each Partner shall receive such special allocations of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2. 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Article 4, items of income and gain shall be specially allocated to the Partners in a manner that complies with the “qualified income offset” requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3). 4.4.3. In the event that a Partner has a deficit Capital Account balance at the end of any fiscal 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 Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such period (and, if necessary, subsequent periodsfiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)amount of such excess as quickly as possible; provided, 1.704-2(g)(2) and 1.704-2(j)(2)(i)however, or that any successor provision. For purposes of allocation under this Section 6.1(d), each Partner’s Adjusted 4.4.3 shall be made only if and to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all allocations provided for in this Article 4 have been tentatively made as if this Section 4.4.3 were not in this Agreement. 4.4.4. Partner Nonrecourse Deductions shall be determined, and specially allocated to the allocation Partners in the manner in which they share the economic risk of income or gain required hereunder 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 effected, prior specially allocated to the application Partners, pro rata, in proportion to their respective Percentage Interests. 4.4.6. The amounts of any other allocations Partnership income, gain, loss or expense available to be specially allocated 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 4.4 shall be interpreted consistently therewithdetermined 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. (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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. (i) If the Partnership incurs any item of loss or deduction, where the Partnership is entitled to indemnification pursuant to Section 9.2 of the Master Formation and Equity Interest Purchase Agreement for such loss or deduction, then the item of loss or deduction shall be allocated to SG (if the item of loss or deduction is attributable to the US Business) or shall be allocated 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, up to an amount equal to $350,000,000, shall be allocated fifty percent (50%) to SG and fifty percent (50%) to RBS. (iii) Clause 11 is intended to comply with Section 704(b) of the Code and the Treasury Regulations thereunder, including the “alternative test for economic effect” under Treasury Regulations Section 1.704-1(b)(ii)(d). Notwithstanding Clause 11.3.2, the Partnership shall make any other allocations required by such Treasury Regulations, including “qualified income offset” and “minimum gain chargeback” allocations and allocations relating to any nonrecourse debt of the Partnership, prior to making the allocations set forth in Clause 11.3.2 or in Clause 11.3.3(i) or (ii). (iv) In the event any Member has a deficit Capital Account at the end of any Fiscal 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 Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 6.11.704-2(g)(1) and 1.704-2(i)(5), the following special allocations each such Member shall be made 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 during any Partnership taxable period, each Partner shall be specially allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)amount of such excess as quickly as possible; provided, 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(d) with respect to such taxable period (other than that an allocation pursuant to Section 6.1(d)(vithis Clause 11.3.3(iv) shall be made only if and to the extent that a Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Clause 11 have been tentatively made as if the second sentence in Clause 11.3.3(iii) and Section 6.1(d)(vii)). This Section 6.1(d)(ithis Clause 11.3.3(iv) is intended to comply with the Partnership Minimum Gain chargeback requirement were not in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewiththis Agreement. (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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations (a) Loss attributable to Member Nonrecourse Debt shall be made for each taxable period: (i) Partnership Minimum Gain Chargebackallocated in the manner required by Regulations Section 1.704-2(i). Notwithstanding any other provision of this Section 6.1, if If there is a net decrease during a taxable year in Partnership Member Minimum Gain during any Partnership taxable periodGain, each Partner shall be allocated items of Partnership income and gain Income for such period taxable year (and, if necessary, for subsequent periodstaxable 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)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)2(i)(4). This Section 6.1(d)(i4.2(a) is intended to comply be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the Partnership 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) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(44.2(a), if there is a net decrease in Partner Nonrecourse Debt Company Minimum Gain during any Partnership taxable periodyear, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period each Member shall be allocated items of Partnership income and gain Income for such period taxable year (and, if necessary, for subsequent periodstaxable years) in the manner amounts and amounts provided in Treasury Regulation Sections of such character as is determined according to Regulations Section 1.704-2(i)(42(f). This Section 4.2(b) and is intended to be a “minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(j)(2)(ii2(f), and shall be interpreted in a manner consistent therewith. (c) If any Member that unexpectedly receives an adjustment, allocation or any successor provisions. For purposes of this distribution described in Regulations Section 6.1(d1.704-1(b)(2)(ii)(d)(4), each Partner’s (5) or (6) has an Adjusted Capital Account balance shall be determinedDeficit as of the end of any taxable year, computed after the application of Section 4.2(a) and the allocation of income or gain required hereunder shall be effected, prior to Section 4.2(b) but before the application of any other allocations pursuant to this provision of Section 6.1(d)4.1, other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) 4.2 and Section 6.1(d)(vii)4.3, with respect then Income for such taxable year shall be allocated to such taxable periodMember in proportion to, and to the extent of, such Adjusted Capital Account Deficit. This Section 6.1(d)(ii4.2(c) is intended to comply with the chargeback of items of be a “qualified income and gain requirement offset” provision as described in Treasury Regulation Regulations Section 1.704-2(i)(41(b)(2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith.

Special Allocations. (a) Notwithstanding any other provision of this Agreement, “partner nonrecourse deductions” (as defined in Regulations Section 6.11.704-2(i)), if any, of the following special allocations Venture shall be made for each taxable period: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. (ib) Partnership Minimum Gain ChargebackThis 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. Notwithstanding Accordingly, notwithstanding any other provision of this Section 6.1Agreement, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable perioditems of income, each Partner 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 Partnership income and gain for such period taxable period), such loss or deduction shall not be allocated to such Member and instead shall be allocated to the Members in accordance with Section 6.02 as if the Restricted Member were not a Member. (andd) Any allocations required to be made pursuant to Section 6.03(a), if necessarySection 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 periodsand 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 such Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 6.02 had such Regulatory Allocations under this Section 6.03 not occurred. (e) Pursuant to the fifth sentence of Treasury Regulation Section 1.752-3(a)(3), the Venture shall first allocate excess nonrecourse liabilities to the Formation Member up to the amount of built-in gain that is allocable to the manner and amounts provided Formation Member under Section 704(c) of the Code or Section 704(c) principles to the extent that such built-in gain exceeds the gain described in Treasury Regulation Sections 1.704Section 1.752-2(f)(63(a)(2). (f) It is intended that prior to a distribution of the proceeds from a liquidation of the Venture pursuant to the provisions of Section 11.03, 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted the positive Capital Account balance of each Member shall be determinedequal to the amount of liquidation proceeds that such Member is entitled to receive in accordance with the provisions of Section 11.03. Accordingly, notwithstanding anything to the contrary in this Article 6, to the extent necessary and permissible or required under Section 704(b) of the Code and the Regulations promulgated thereunder, items of gross income and gross deductions of the Venture for the year of liquidation of the Venture (and to the extent necessary, in the immediately preceding taxable year) shall be allocated among the Members so as to bring the positive Capital Account balance of each Member as close as possible to the amount that such Member is entitled to receive in connection with such liquidation in accordance with the provisions of Section 11.03. (g) The Members intend for the allocation provisions contained in this Agreement to comply with Section 704(b) of the Code and the Regulations promulgated thereunder, 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(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 provisions herein shall be interpreted consistently and applied in a manner consistent 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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704, 1. 704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision For purposes of the following provisions of this Section 6.13.2, the following special allocations shall Clorox Partners will be made for each taxable periodregarded as a single JV Partner with a single Capital Account. Notwithstanding anything contained herein to the contrary: (ia) Partnership Minimum Gain Chargeback. Notwithstanding If a JV Partner would at any other provision of time receive, but for this Section 6.13.2(a), an allocation of deduction, loss, or expenditure that would cause or increase a deficit balance in such JV Partner’s Capital Account in excess of any amount of such deficit balance that the JV Partner is obligated to restore or deemed obligated to restore (as determined in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(c)), then the portion of such allocation that would cause or increase such deficit Capital Account balance will be specially allocated to the other JV Partners, if any, with positive Capital Account balances in proportion to such balances. The loss limitation under this Section 3.2(a) is intended to comply with Treasury Regulation Section 1.704-1(b)(2)(ii)(d), including the reductions described in subparagraphs (4), (5) and (6) therein. (b) If in any Fiscal Year a JV Partner receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Joint Venture income and gain will be specially allocated to each such JV Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Capital Account deficit of such JV Partner as quickly as possible provided that an allocation pursuant to this Section 3.2(b) will be made only if and to the extent that such JV Partner would have a Capital Account deficit after all other allocations provided for in this Article III have been tentatively made as if this Section 3.2(b) were not in the Agreement. This Section 3.2(b) is intended to qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and will be interpreted consistently therewith. THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. (c) If there is a net decrease in Partnership Minimum Gain minimum gain attributed to the Joint Venture or JV Partner 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 Partnership Joint Venture taxable periodyear, each Partner shall the JV Partners will be allocated items of Partnership income and gain attributed to the Joint Venture for such period year (and, if necessary, subsequent periodsyears) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated will be determined in accordance with Treasury Regulation Section 1.704-2(f). This Section 3.2(c) is intended to comply with the manner minimum gain chargeback requirements in such Treasury Regulations and amounts will be interpreted consistently therewith, including that no chargeback will be required to the extent of the exceptions provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(22(f) and 1.704-2(j)(2)(i2(i)(4), or any successor provision. For purposes . (d) The allocation provisions set forth in this Article III and the other provisions 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 Agreement relating to the application maintenance 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 Capital Accounts are intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f1(b) and shall will be interpreted consistently therewithand applied in a manner consistent with such Regulations; provided however that such provisions will not affect the economic rights of any JV Partner, including rights to distributions with respect to the Joint Venture. (e) Any special allocations of items of income, gain, loss or deductions pursuant to Sections 3.2(a), (b) and (c) will be taken into account in computing subsequent allocations pursuant to Section 3.1 and this Section 3.2, so that the net amount of any items so allocated will, to the extent possible, be equal to the net amount that would have been allocated to each such JV Partner pursuant to the provisions of this Article III if such special allocations had not occurred. (f) In the event that any fees, interest, or other amounts paid to any JV Partner or any Affiliate thereof pursuant to this Agreement or any other agreement attributed to the Joint Venture with any JV Partner or Affiliate thereof providing for the payment of such amount, and deducted by the Joint Venture in reliance on Section 707(a) and/or 707(c) of the Code, are disallowed as deductions to the Joint Venture on its federal income tax return and are treated as Joint Venture distributions, then: (i) the Net Profits or Net Loss, as the case may be, for the Fiscal Year in which such fees, interest, or other amounts were paid will be increased or decreased, as the case may be, by the amount of such fees, interest, or other amounts that are treated as Joint Venture distributions; and (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 will be allocated items of Partnership income and gain for to the JV Partner to which (or to whose Affiliate) such period (andfees, 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)interest, 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 effectedother amounts were paid, prior to the application of any other allocations pursuant to this Section 6.1(d)3.1, an amount of gross income for the Fiscal Year equal to the amount of such fees, interest, or other than Section 6.1(d)(iamounts that are treated as Joint Venture distributions. (g) Prior to the allocation of Net Profits and other than an allocation Net Losses pursuant to Section 6.1(d)(vi3.1, the following allocations shall be made for each Fiscal Year: (i) The holder of the Class A Interest will be specially allocated royalty THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. income attributable to royalty payments made under the Glad License Agreements for such Fiscal Year in an amount of royalty payments [* * *] to the aggregate amounts distributable to the holder of the Class A Interest under Section 3.5(b)(i) hereof (without regard to distributions treated as guaranteed payments under such Section) in each Fiscal Quarter in such Fiscal Year. Royalty income allocated to the Class A Interest hereunder will be allocated among the various sources of such royalty income in the same manner as withholding taxes are calculated under the definition of “Deemed Withholding Taxes”. The holder of the Class A Interest will also be specially allocated income for such Fiscal Year in an [* * *] of the IP Allocation Amounts with respect to IP Acquisitions for such Fiscal Year and will be specially allocated all income attributable to Glad License Termination Amounts paid for such Fiscal Year; (ii) After the allocations pursuant to Section 3.2(g)(i) are made, the holder of the Class B Interest will be specially allocated royalty income attributable to royalty payments made under the Glad License Agreements for such Fiscal Year in an amount [* * *] royalty payments received under the Glad License Agreements for such Fiscal Year, [* * *] the amount of royalty income allocated to the Class A Interest under Section 3.2(g)(i) for such Fiscal Year. The holder of the Class B Interest will also be specially allocated income for such Fiscal Year [* * *] IP Acquisition Prices with respect to IP Acquisitions, if any, for such Fiscal Year in excess of the aggregate IP Allocation Amounts included in the calculation of the Class A Special Amount and the Class C Special Amount for each Fiscal Quarter in such Fiscal Year; (iii) The holder of the Class C Interest will be specially allocated royalty income attributable to royalty payments made under the JV Sublicense Agreements in such Fiscal Year in an amount of royalty payments [* * *] royalty payments received under the JV Sublicense Agreements for such Fiscal Year. The holder of the Class C Interest will also be specially allocated income for such Fiscal Year in an amount [* * *] of the IP Allocation Amounts with respect to IP Acquisitions for such Fiscal Year and will be specially allocated [* * *] attributable to JV Sublicense Termination Amounts paid for such Fiscal Year; (iv) The Clorox Partners will be specially allocated all deductions arising from the payment of guaranteed payments pursuant to Section 3.5(a) and Section 6.1(d)(vii), with respect to 3.5(b) hereof in such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) Fiscal Year and shall be interpreted consistently therewithspecially allocated [* * *] attributable to Prohibited License Amounts received on behalf of the Joint Venture in such Fiscal Year; and (v) Each JV Partner will be specially allocated all deductions arising from the amortization of organizational expenses (within the meaning of Section 709(b) of the Code) incurred by such JV Partner on behalf of the Joint Venture.

Special Allocations. Notwithstanding any other provision of in this Agreement to the contrary, in the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 6.1I .704-l(b)(2)(ii)(d)(4), the following special allocations shall be made for each taxable period: (i5) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1or (6) with respect to such Partner's Capital Account that causes or increases an Adjusted Capital Account Deficit with respect to such Partner, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for shall be specially allocated to each such period (andPartner in an amount and manner sufficient to eliminate, if necessaryto the extent required by the Treasury Regulations, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation Deficit of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than Partner as quickly as possible; provided that an allocation pursuant to this provision (d) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 6.1(d)(vi19 have been tentatively made as if this provision (d) and Section 6.1(d)(vii))were not in this Agreement. This Section 6.1(d)(i19(d) is intended to constitute a "qualified income offset" within the meaning of Treasury Regulations Section 1.704-1 (b)(2)(ii)(d) and shall be interpreted consistently therewith. "Adjusted Capital Account Deficit" means, with respect to any Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of the relevant Fiscal Period, after giving effect to the following adjustments: (a) credit to such Capital Account any amounts that such Partner is obligated to restore or is deemed to be obligated to restore pursuant to the Treasury Regulations under Section 704 of the Code and (b) debit to such Capital Account the items described in Treasury Regulations Sections 1 ..704-l(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the Partnership Minimum Gain chargeback requirement in provisions of Treasury Regulation Regulations Section 1.704-2(f1 (b)(2)(ii)(d) 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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. (a) Notwithstanding any other provision of this Article III (other than Section 6.13.4(b)), the following special allocations losses, deductions and other expenses attributable to a Partner Nonrecourse Debt shall be made allocated to the Partner that bears the economic risk of loss for each taxable period:such debt. If more than one Partner bears the risk of loss for a Partner Nonrecourse Debt, any Partner Nonrecourse Deduction attributable to such debt shall be allocated among such Partners in accordance with the ratios in which the Partners share the economic risk of loss for such Partner Nonrecourse Debt. If there is a net decrease during an Allocation Period of Minimum Gain attributable to a Partner Nonrecourse Debt, then Fund income and gain for such Allocation Period (and, if (ib) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1Article III, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable periodAllocation Period, each Partner shall be allocated items of Partnership income and gain for such period Allocation Period (and, if necessary, for subsequent periodsAllocation Periods) in the manner amounts and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior such character as determined according to the application of any other allocations pursuant to this Treasury Regulations under Code 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)704(b). This Section 6.1(d)(i3.4(b) is intended to comply be a minimum gain chargeback provision that complies with the Partnership Minimum Gain chargeback requirement in requirements of Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently in a manner consistent therewith. (iic) Chargeback If, despite the limitations set forth in subsections (a) and (b) above, any Partner has a deficit balance in its Capital Account as of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the end of any Allocation Period, computed after the application of subsections (a) and (b) above but before the application of any other provisions of this Section 6.1 (other than Section 6.1(d)(i))Article III, except and determined as provided set forth in Treasury Regulation Section 1.704-2(i)(41(b)(2)(ii)(d)(4)-(6), 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 then income and gains for such taxable period Allocation Period shall be allocated items to all such Partners in proportion to, and to the extent of, such Capital Account deficits. For this purpose, a Partner’s Capital Account shall be (i) reduced for distributions that, as of Partnership income the end of the Allocation Period in question, reasonably are expected to be made to such Partner by the Fund to the extent they exceed offsetting increases to such Partner’s Capital Account that are reasonably expected to occur during (or prior to) the Taxable Years in which such distributions reasonably are expected to be made (other than increases pursuant to subsections (a) and gain for (b) above, except as permitted by the Treasury Regulations under Code Section 704(b)) and (ii) increased by amounts that such period (and, if necessary, subsequent periods) in the manner and amounts provided in Partner is obligated to restore or is deemed to be obligated to restore pursuant to U.S. Treasury Regulation Sections 1.704-2(i)(41(b)(2)(ii)(b)(3), 1.704- 1(b)(2)(ii)(c), 1.704-2(g) and 1.704-2(j)(2)(ii2(i)(5). This Section 3.4(c) is intended to be a qualified income offset provision that complies with the requirements of U.S. Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith. (d) Subject to Section 3.5(b), or if the Internal Revenue Service successfully asserts an adjustment to the taxable income of a Partner and, as a result of such adjustment, the Fund is entitled to a deduction for federal income tax purposes in excess of any successor provisionsgain recognized by the Fund, such excess deduction shall be allocated to such Partner. For purposes of this Subject to Section 6.1(d3.5(b), each if the Internal Revenue Service successfully asserts an adjustment to the taxable income of the Fund and, as a result of such adjustment, any Partner is entitled to a deduction for federal income tax purposes in excess of any gain recognized by such Partner’s Adjusted Capital Account balance , the additional Fund taxable income shall be determinedallocated to such Partner. Subject to Section 3.5(b), if the Internal Revenue Service successfully asserts an adjustment to the taxable income of the Fund disallowing deductions for any of the fees paid or payable to the General Partner and its Affiliates as described in Article V, then additional Fund taxable income allocable to the allocation Partners as a result of income or gain required hereunder such disallowance shall be effected, prior reallocated to the application of General Partner. (e) Subject to Section 3.5(b), any other special allocations pursuant to Section 3.4(a), 3.4(b) or 3.4(c) shall be taken into account in computing subsequent allocations pursuant to this Article III, so that the net amount of any items so allocated and all other items allocated pursuant to this Article III shall, to the extent possible, be equal to the net amount that would have been allocated to each such Partner pursuant to this Article III if such special allocations had not been made. (f) Subject to Section 6.1(d3.5(b), other than Section 6.1(d)(i) and other than an allocation the Losses allocated pursuant to Section 6.1(d)(vi3.2 shall not exceed the maximum amount of Losses that can be so allocated without causing any Limited Partner to be allocated an Excess Loss. If some but not all Limited Partners would be allocated an Excess Loss as a result of an allocation of Losses under Section 3.2, the limitation contained in this Section 3.4(f) and shall be applied on a Limited Partner-by-Limited Partner basis so as to allocate the maximum permissible Losses to each Limited Partner under Section 6.1(d)(vii1.704- 1(b)(2)(ii)(d) of the Regulations. All Losses in excess of the limitation contained in this Section 3.4(f) shall be allocated to the General Partner. Subject to Section 3.5(b), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback each Allocation Period thereafter, 100% of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and Profits shall be interpreted consistently therewithallocated to the Partners up to the aggregate of, and in proportion to, any Excess Loss previously allocated to each Partner in accordance with this Section 3.4(f) in the reverse order in which such Excess Losses were allocated. (g) Nonrecourse Deductions shall be allocated to the Partners pro rata in accordance with their respective Partner Fractions.

Special Allocations. Notwithstanding any other Any contrary provision of this Section 6.1Article IV notwithstanding, the following special allocations shall will be made for each taxable periodin the following order: (ia) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if If there is a net decrease in Partnership Minimum Gain during any Partnership Company taxable periodyear, then, except as provided in Treas. Reg. § l.704-2(f)(2)-(5), each Partner shall Unitholder will be specially allocated items of Partnership Company income and gain for such period year (and, if necessary, subsequent periodsyears) in proportion to, and to the manner and amounts provided extent of, such Unitholder’s share of the net decrease in Treasury Regulation Sections Partnership Minimum Gain determined in accordance with Treas. Reg. § 1.704-2(g)(2). The items to be allocated will be determined in accordance with Treas. Reg. § 1.704-2(f)(6), ) and Treas. Reg. § 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)2(j)(2). This Section 6.1(d)(i4.3(a) is intended to comply with such sections of the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) Regulations and shall will be interpreted consistently therewith. (iib) 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 If there is a net decrease in Partner Minimum Gain attributable to Partner Nonrecourse Debt Minimum Gain during any Partnership Company taxable periodyear, any Partner determined in accordance with Treas. Reg. § 1.704-2(i)(3), then, except as provided in Treas. Reg. § 1.704-2(i)(4), each Unitholder who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall Debt, determined in accordance with Treas. Reg. § l.704-2(i)(5), will be allocated constituent items of Partnership income and gain for such period Company taxable year (and, if necessary, subsequent periodsCompany taxable years) equal to such Unitholder’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 Sections accordance with Treas. Reg. § 1.704-2(i)(4) and Treas. Reg. § 1.704-2(j)(2)(ii2(j)(2), 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(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 period. This Section 6.1(d)(ii4.3(b) is intended to comply with Treas. Reg. § l.704-2(i) and will be applied and interpreted in accordance with such regulation. (c) Nonrecourse Deductions will be allocated among the chargeback Class B Unitholders pro rata according to the number of Class B Units then-held by them. (d) Partner Nonrecourse Deductions will be allocated in accordance with Treas. Reg. § 1.704-2(i) to the Unitholder who bears the economic risk of loss for the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions relate. (e) If any Unitholder unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §§ 1.704-1 (b)(2)(ii)(d) (4), (5) or (6) resulting in an Adjusted Capital Account Deficit for such Unitholder, then constituent items of income and gain requirement will be specially allocated to such Unitholder in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulation Regulations, such Adjusted Capital Account Deficit as quickly as possible. This Section 4.3(e) is intended to comply with Treas. Reg. § 1.704-2(i)(4l(b)(2)(ii)(d) and shall will be applied and interpreted consistently therewithin accordance with such regulation; provided that an allocation pursuant to this Section 4.3(e) will be made only to the extent that such Unitholder would have an Adjusted Capital Account Deficit after all other allocations under this Article IV have been tentatively made as if this Section 4.3(e) were not in this Agreement. (f) No items of loss or deduction will be allocated to any Unitholder to the extent that any such allocation would cause the Unitholder to have or increase an Adjusted Capital Account Deficit at the end of any Company taxable year. All items of loss or deduction in excess of the limitation set forth in this Section 4.3(f) will be allocated pro rata among such other Unitholders (who do not have such Adjusted Capital Account Deficits) according to their respective Capital Contributions until no Unitholder may be allocated any such items of loss or deduction without having or increasing such an Adjusted Capital Account Deficit. Thereafter, any remaining items of loss or deduction will be allocated pro rata among the Unitholders according to their respective Capital Contributions. (g) To the extent an adjustment to the adjusted tax basis of any property is required pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m) in determining Capital Accounts, the amount of such adjustment to the Capital Accounts 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 gain or loss will be specially allocated among the Unitholders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations. (h) The allocations set forth in Section 4.3(a) through Section 4.3(g) (the” Regulatory Allocations”) are intended to comply with certain requirements of Treas. Reg. § 1.704-l(b)

Special Allocations. Notwithstanding any other provision of this Section 6.15.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d5.1(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(d5.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(viSections 5.1(d)(vi) and Section 6.1(d)(vii5.1(d)(vii)). This Section 6.1(d)(i5.1(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 5.1 (other than Section 6.1(d)(i5.1(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 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(d5.1(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(d5.1(d), other than Section 6.1(d)(i5.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(viSections 5.1(d)(vi) and Section 6.1(d)(vii5.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii5.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision of this Section 6.15.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i2(j)(2) (i), or any successor provision. For purposes of this Section 6.1(d5.1(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(d5.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(viSections 5.1 (d)(v) and Section 6.1(d)(vii(vi)). This Section 6.1(d)(i5.1(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 5.1 (other than Section 6.1(d)(i5.1(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 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(d5.1(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(d5.1(d), other than Section 6.1(d)(i5.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(viSections 5.1(d)(v) and Section 6.1(d)(vii(vi), with respect to such taxable period. This Section 6.1(d)(ii5.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision For purposes of the following provisions of this Section 6.13.2, the following special allocations shall Clorox Partners will be made for each taxable periodregarded as a single JV Partner with a single Capital Account. Notwithstanding anything contained herein to the contrary: (ia) Partnership Minimum Gain Chargeback. Notwithstanding If a JV Partner would at any other provision of time receive, but for this Section 6.13.2(a), an allocation of deduction, loss, or expenditure that would cause or increase a deficit balance in such JV Partner's Capital Account in excess of any amount of such deficit balance that the JV Partner is obligated to restore or deemed obligated to restore (as determined in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(c)), then the portion of such allocation that would cause or increase such deficit Capital Account balance will be specially allocated to the other JV Partners, if any, with positive Capital Account balances in proportion to such balances. The loss limitation under this Section 3.2(a) is intended to comply with Treasury Regulation Section 1.704-1(b)(2)(ii)(d), including the reductions described in subparagraphs (4), (5) and (6) therein. (b) If in any Fiscal Year a JV Partner receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Joint Venture income and gain will be specially allocated to each such JV Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Capital Account deficit of such JV Partner as quickly as possible provided that an allocation pursuant to this Section 3.2(b) will be made only if and to the extent that such JV Partner would have a Capital Account deficit after all other allocations provided for in this Article III have been tentatively made as if this Section 3.2(b) were not in the Agreement. This Section 3.2(b) is intended to qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and will be interpreted consistently therewith. (c) If there is a net decrease in Partnership Minimum Gain minimum gain attributed to the Joint Venture or JV Partner 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 Partnership Joint Venture taxable periodyear, each Partner shall the JV Partners will be allocated items of Partnership income and gain attributed to the Joint Venture for such period year (and, if necessary, subsequent periodsyears) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated will be determined in accordance with Treasury Regulation Section 1.704-2(f). This Section 3.2(c) is intended to comply with the manner minimum gain chargeback requirements in such Treasury Regulations and amounts will be interpreted consistently therewith, including that no chargeback will be required to the extent of the exceptions provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(22(f) and 1.704-2(j)(2)(i2(i)(4), or any successor provision. For purposes . (d) The allocation provisions set forth in this Article III and the other provisions 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 Agreement relating to the application maintenance 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 Capital Accounts are intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f1(b) and shall will be interpreted consistently therewithand applied in a manner consistent with such Regulations; provided however that such provisions will not affect the economic rights of any JV Partner, including rights to distributions with respect to the Joint Venture. (e) Any special allocations of items of income, gain, loss or deductions pursuant to Sections 3.2(a), (b) and (c) will be taken into account in computing subsequent allocations pursuant to Section 3.1 and this Section 3.2, so that the net amount of any items so allocated will, to the extent possible, be equal to the net amount that would have been allocated to each such JV Partner pursuant to the provisions of this Article III if such special allocations had not occurred. (f) In the event that any fees, interest, or other amounts paid to any JV Partner or any Affiliate thereof pursuant to this Agreement or any other agreement attributed to the Joint Venture with any JV Partner or Affiliate thereof providing for the payment of such amount, and deducted by the Joint Venture in reliance on Section 707(a) and/or 707(c) of the Code, are disallowed as deductions to the Joint Venture on its federal income tax return and are treated as Joint Venture distributions, then: (i) the Net Profits or Net Loss, as the case may be, for the Fiscal Year in which such fees, interest, or other amounts were paid will be increased or decreased, as the case may be, by the amount of such fees, interest, or other amounts that are treated as Joint Venture distributions; and (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 will be allocated items of Partnership income and gain for to the JV Partner to which (or to whose Affiliate) such period (andfees, 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)interest, 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 effectedother amounts were paid, prior to the application of any other allocations pursuant to this Section 6.1(d)3.1, an amount of gross income for the Fiscal Year equal to the amount of such fees, interest, or other than Section 6.1(d)(iamounts that are treated as Joint Venture distributions. (g) Prior to the allocation of Net Profits and other than an allocation Net Losses pursuant to Section 6.1(d)(vi3.1, the following allocations shall be made for each Fiscal Year: (i) The holder of the Class A Interest will be specially allocated royalty income attributable to royalty payments made under the Glad License Agreements for such Fiscal Year in an amount of royalty payments equal to the aggregate amounts distributable to the holder of the Class A Interest under Section 3.5(b)(i) hereof (without regard to distributions treated as guaranteed payments under such Section) in each Fiscal Quarter in such Fiscal Year. Royalty income allocated to the Class A Interest hereunder will be allocated among the various sources of such royalty income in the same manner as withholding taxes are calculated under the definition of “Deemed Withholding Taxes”. The holder of the Class A Interest will also be specially allocated income for such Fiscal Year in an amount equal to the sum of the IP Allocation Amounts with respect to IP Acquisitions for such Fiscal Year and will be specially allocated all income attributable to Glad License Termination Amounts paid for such Fiscal Year; (ii) After the allocations pursuant to Section 3.2(g)(i) are made, the holder of the Class B Interest will be specially allocated royalty income attributable to royalty payments made under the Glad License Agreements for such Fiscal Year in an amount equal to the aggregate royalty payments received under the Glad License Agreements for such Fiscal Year, minus the amount of royalty income allocated to the Class A Interest under Section 3.2(g)(i) for such Fiscal Year. The holder of the Class B Interest will also be specially allocated income for such Fiscal Year equal to the aggregate IP Acquisition Prices with respect to IP Acquisitions, if any, for such Fiscal Year in excess of the aggregate IP Allocation Amounts included in the calculation of the Class A Special Amount and the Class C Special Amount for each Fiscal Quarter in such Fiscal Year; (iii) The holder of the Class C Interest will be specially allocated royalty income attributable to royalty payments made under the JV Sublicense Agreements in such Fiscal Year in an amount of royalty payments equal to the aggregate royalty payments received under the JV Sublicense Agreements for such Fiscal Year. The holder of the Class C Interest will also be specially allocated income for such Fiscal Year in an amount equal to the sum of the IP Allocation Amounts with respect to IP Acquisitions for such Fiscal Year and will be specially allocated all income attributable to JV Sublicense Termination Amounts paid for such Fiscal Year; (iv) The Clorox Partners will be specially allocated all deductions arising from the payment of guaranteed payments pursuant to Section 3.5(a) and Section 6.1(d)(vii), with respect to 3.5(b) hereof in such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) Fiscal Year and shall be interpreted consistently therewithspecially allocated all income attributable to Prohibited License Amounts received on behalf of the Joint Venture in such Fiscal Year; and (v) Each JV Partner will be specially allocated all deductions arising from the amortization of organizational expenses (within the meaning of Section 709(b) of the Code) incurred by such JV Partner on behalf of the Joint Venture.

Special Allocations. Notwithstanding any other provision provisions of this Section 6.1, the following thefollowing special allocations shall be made for each on a Series by Series basis in the following order foreach 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 periodyear, each Partner Member of suchSeries shall be allocated items of Partnership income and gain attributable to such Series for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2(g)(2) and 1.704-2(j)(2)(i(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d6.1(b), 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(d) Section 6.1 with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))year. This Section 6.1(d)(i6.1(b)(i) is intended to comply with the Partnership Minimum Gain 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)(46.1(b)(i) above), if there is a net decrease in Partner Member Nonrecourse Debt Minimum Gain attributable to a Series during any Partnership taxable periodyear, any Partner Member with a share of Partner such Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period year shall be allocated items of Partnership income and gain attributable to such Series for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treasury Regulation Sections Section 1.704-2(i)(4) and 1.704-2(j)(2)(ii2(i)(4)and (j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d6.1(b), each PartnerMember’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d)6.1, other than Section 6.1(d)(i6.1(b)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)above, with respect to such taxable periodyear. This Section 6.1(d)(ii6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback of items of income and gain 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 eventany 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 income and gain of such Series shall be allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, ifany, 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) In the event any Member has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Member 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)(iv) shall be made only if and to the extent that such 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)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(iv) were not in this Agreement. (v) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Members of such Series in accordance with their Percentage Interests for suchSeries. (vi) Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt 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 6.1(b)(vi) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (vii) To the extent an adjustment to the adjusted tax basis of any asset pursuantto 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 Member’s 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 Members in a manner consistent with the manner in which their CapitalAccounts are required to be adjusted pursuant to such provisions.

Special Allocations. Notwithstanding anything to the contrary herein, (a) With respect to any other provision Fiscal Year in which one or more contributions are required to be made by a Partner pursuant to the provisions of this Section 6.14.3(e) and (f), including the Fiscal Year in which a Terminating Event occurs, the following special allocations shall be made for each taxable period: Partner required to make such contributions, (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, or each Partner shall to the extent applicable), will be allocated items of Partnership income loss and gain deduction equal to the aggregate amount of such Partner’s respective required contributions, so that the net change to each such Partner’s respective Adjusted Capital Account balance on account of all such allocations and contributions is zero, provided that for purposes of this Section 5.7 amounts deemed contributed by CNL pursuant to the provisions of Section 4.3(e) shall not be treated as required to be contributed. In the event the items of loss and deduction required to be allocated with respect to any Fiscal Year exceed the aggregate amount of the items of loss and deduction available to be allocated with respect to such period Fiscal Year, such items shall be allocated in a subsequent Fiscal Year or reallocated with respect to a prior Fiscal Year (andincluding prior Fiscal Years for which one or more amended returns would be required to be filed as a result of making such allocations), if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes to the extent necessary to satisfy the requirements of this Section 6.1(d5.7(a), 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(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. (iib) Chargeback In connection with the sale of Partner Nonrecourse Debt Minimum Gain. Notwithstanding all or substantially all of the other provisions assets 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 the 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 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)other Terminating Event, 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and deduction and loss shall be interpreted consistently therewithallocated among the Partners, so that, to the maximum extent possible, the Adjusted Capital Account balances of each of the Partners equals the amount which, if distributed to each of the respective Partners would result in each such Partner receiving the amount such Partner would be entitled to receive if all available amounts were distributed to the Partners pursuant to the provisions of Section 5.1(b) at such time; (determined in the manner described in Section 5.1, and after taking into account any amounts required to be funded as a Distribution Excess), provided that to the extent that items of income, gain, loss and deduction of the current Fiscal CNL VILLAGE RETAIL PARTNERSHIP, LP 50 Year are insufficient to achieve such Adjusted Capital Account balances, items of income, gain, loss and deduction of prior Fiscal Years shall be allocated among the Partners to achieve, to the maximum extent possible, such Adjusted Capital Account balances (including prior Fiscal Years for which one or more amended returns would be required to be filed as a result of making such allocations).

Special Allocations. Notwithstanding any other provision 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 allocated in the manner required by Treasury Regulations Section 1.704-2(i). If there is a net decrease during a Fiscal Year in partner nonrecourse 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) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if If there is a net decrease in Partnership Minimum Gain during any Partnership taxable periodFiscal Year, each Partner Member shall be allocated items of Partnership income and gain Profits for such period Fiscal Year (and, if necessary, for subsequent periodsFiscal 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), 1.704-2(g)(2(5) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s (6) has an Adjusted Capital Account balance 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(d) with respect ARTICLE IV, then Profits for such Taxable Year shall be allocated to such taxable period (other than an allocation pursuant Member in proportion to, and to Section 6.1(d)(vi) and Section 6.1(d)(vii))the extent of, such Adjusted Capital Account Deficit. This Section 6.1(d)(i4.3(c) is intended to comply with the Partnership Minimum Gain chargeback requirement be a qualified income offset provision 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) Chargeback The allocations set forth in Sections 4.313.4.3(a) - (c) (the “Regulatory Allocations’”) are intended to comply with certain requirements of Partner Nonrecourse Debt Minimum GainSections 1.704-1(b) and 1.704-2 of the Treasury Regulations. Notwithstanding The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or make Company distributions. Accordingly, notwithstanding the other provisions of this Section 6.1 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 of the Members to be in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other than Section 6.1(d)(i))items of income, except as provided 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 Treasury Regulation Section 1.704-2(i)(4)connection with the issuance of Units to such Member 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 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 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(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 period. This Section 6.1(d)(ii) is intended to comply consistent with the chargeback of items of income Code and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithRegulations.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each such taxable period:: CHESAPEAKE MIDSTREAM PARTNERS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision provisions of this Section 6.15.1, the following special allocations shall be made for each taxable periodmade, to the least extent necessary to satisfy section 704(b) of the Code and the Regulations promulgated thereunder, in the following order: (ia) Partnership Minimum Gain ChargebackChargeback (Nonrecourse Liabilities). Notwithstanding any other provision of this Section 6.1, if If there is a net decrease in Partnership Minimum Gain during for any Partnership taxable periodLLC fiscal year (except as a result 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 Member shall be specially allocated items of Partnership LLC income and gain for such period year (and, if necessary, subsequent periodsyears) 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), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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)(iparagraph (a) is intended to comply with the Partnership Minimum Gain 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 those paragraph (a) shall be made in proportion to the respective amounts required to be allocated to each partner pursuant hereto. (iib) Chargeback of Minimum Gain Attributable to Partner Nonrecourse Debt. If there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 during any fiscal year (other than Section 6.1(d)(i))due to the conversion, except 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 provided further outlined 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 each Member shall be specially allocated items of Partnership LLC income and gain for such period year (and, if necessary, subsequent periodsyears) in an amount equal to the manner and amounts provided Member's share of the net decrease in Treasury the Minimum Gain Attributable to Member Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation Sections Section 1.704-2(i)(4) and 1.704-2(j)(2)(ii(j)(2), 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(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 period. This Section 6.1(d)(iiparagraph (b) is intended to comply with the minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in said section of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph (b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the The following special allocations shall be made for each taxable periodin the following order: (ia) Partnership Minimum Gain Chargeback. 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 during any Partnership taxable periodFiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such period Fiscal Year (and, if necessary, subsequent periodsFiscal 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), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)2(j)(2). This Section 6.1(d)(i8.6(a) is intended to comply with the Partnership Minimum Gain minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (iib) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except Except as otherwise provided in Treasury Regulation Regulations Section 1.704-2(i)(4), and notwithstanding any other provision of this Article VIII, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership taxable periodFiscal Year, any each Partner with who has a share of the Partner Nonrecourse Debt Minimum Gain at the beginning of attributable to such taxable period Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such period Fiscal Year (and, if necessary, subsequent periodsFiscal 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 1.704-2(j)(2)(ii2(i)(2), 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(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 period. This Section 6.1(d)(ii8.6(b) is intended to comply with the minimum gain chargeback of items of income and gain requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 8.6(c) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made, as if this Section 8.6(c) were not in this Agreement. 53 (d) In the event any Partner has an Adjusted Capital Account Deficit at the end of any Partnership Fiscal Year, each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 8.6(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account after all other allocations provided for in this Article VIII have been made as if Section 8.6(c) hereof and this Section 8.6(d) were not in this Agreement. (e) Partnership Nonrecourse Deductions for any Fiscal Year shall be allocated 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 who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable, in accordance with Regulations Section 1.704-2(i)(1). (g) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of its interest in the Partnership, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specifically allocated to the Partner to whom such distribution was made.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the The following special allocations shall be made for each taxable periodin the following order: (i) 4.4.1 In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain Chargeback. Notwithstanding or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable periodArticle 4, each Partner shall receive such special allocations of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2. 4.4.2 Subject to Section 4.4.1, but notwithstanding any other provision of this Article 4, items of income and gain shall be specially allocated to the Partners in a manner that complies with the “qualified income offset” requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3). 4.4.3 In the event that a Partner has a deficit Capital Account balance at the end of any fiscal 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 Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such period (and, if necessary, subsequent periodsfiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)amount of such excess as quickly as possible; provided, 1.704-2(g)(2) and 1.704-2(j)(2)(i)however, or that any successor provision. For purposes of allocation under this Section 6.1(d), each Partner’s Adjusted 4.4.3 shall be made only if and to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all allocations provided for in this Article 4 have been tentatively made as if this Section 4.4.3 were not in this Agreement. 4.4.4 Partner Nonrecourse Deductions shall be determined, and specially allocated to the allocation Partners in the manner in which they share the economic risk of income or gain required hereunder 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 effected, prior specially allocated to the application Partners, pro rata, in proportion to their respective Percentage Interests. 4.4.6 The amounts of any other allocations Partnership income, gain, loss or expense available to be specially allocated 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 4.4 shall be interpreted consistently therewithdetermined by applying rules analogous to those set forth in Section 1.1.71 as modified by Sections 1.1.71.1 through 1.1.71.5. (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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision For purposes of the following provisions of this Section 6.13.2, the following special allocations shall Clorox Partners will be made for each taxable periodregarded as a single JV Partner with a single Capital Account. Notwithstanding anything contained herein to the contrary: (ia) Partnership Minimum Gain Chargeback. Notwithstanding If a JV Partner would at any other provision of time receive, but for this Section 6.13.2(a), an allocation of deduction, loss, or expenditure that would cause or increase a deficit balance in such JV Partner's Capital Account in excess of any amount of such deficit balance that the JV Partner is obligated to restore or deemed obligated to restore (as determined in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(c)), then the portion of such allocation that would cause or increase such deficit Capital Account balance will be specially allocated to the other JV Partners, if any, with positive Capital Account balances in proportion to such balances. The loss limitation under this Section 3.2(a) is intended to comply with Treasury Regulation Section 1.704-1(b)(2)(ii)(d), including the reductions described in subparagraphs (4), (5) and (6) therein. (b) If in any Fiscal Year a JV Partner receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Joint Venture income and gain will be specially allocated to each such JV Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Capital Account deficit of such JV Partner as quickly as possible provided that an allocation pursuant to this Section 3.2(b) will be made only if and to the extent that such JV Partner would have a Capital Account deficit after all other allocations provided for in this Article III have been tentatively made as if this Section 3.2(b) were not in the Agreement. This Section 3.2(b) is intended to qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and will be interpreted consistently therewith. THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. (c) If there is a net decrease in Partnership Minimum Gain minimum gain attributed to the Joint Venture or JV Partner 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 Partnership Joint Venture taxable periodyear, each Partner shall the JV Partners will be allocated items of Partnership income and gain attributed to the Joint Venture for such period year (and, if necessary, subsequent periodsyears) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated will be determined in accordance with Treasury Regulation Section 1.704-2(f). This Section 3.2(c) is intended to comply with the manner minimum gain chargeback requirements in such Treasury Regulations and amounts will be interpreted consistently therewith, including that no chargeback will be required to the extent of the exceptions provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(22(f) and 1.704-2(j)(2)(i2(i)(4), or any successor provision. For purposes . (d) The allocation provisions set forth in this Article III and the other provisions 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 Agreement relating to the application maintenance 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 Capital Accounts are intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f1(b) and shall will be interpreted consistently therewithand applied in a manner consistent with such Regulations; provided however that such provisions will not affect the economic rights of any JV Partner, including rights to distributions with respect to the Joint Venture. (e) Any special allocations of items of income, gain, loss or deductions pursuant to Sections 3.2(a), (b) and (c) will be taken into account in computing subsequent allocations pursuant to Section 3.1 and this Section 3.2, so that the net amount of any items so allocated will, to the extent possible, be equal to the net amount that would have been allocated to each such JV Partner pursuant to the provisions of this Article III if such special allocations had not occurred. (f) In the event that any fees, interest, or other amounts paid to any JV Partner or any Affiliate thereof pursuant to this Agreement or any other agreement attributed to the Joint Venture with any JV Partner or Affiliate thereof providing for the payment of such amount, and deducted by the Joint Venture in reliance on Section 707(a) and/or 707(c) of the Code, are disallowed as deductions to the Joint Venture on its federal income tax return and are treated as Joint Venture distributions, then: (i) the Net Profits or Net Loss, as the case may be, for the Fiscal Year in which such fees, interest, or other amounts were paid will be increased or decreased, as the case may be, by the amount of such fees, interest, or other amounts that are treated as Joint Venture distributions; and (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 will be allocated items of Partnership income and gain for to the JV Partner to which (or to whose Affiliate) such period (andfees, 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)interest, 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 effectedother amounts were paid, prior to the application of any other allocations pursuant to this Section 6.1(d)3.1, an amount of gross income for the Fiscal Year equal to the amount of such fees, interest, or other than Section 6.1(d)(iamounts that are treated as Joint Venture distributions. (g) Prior to the allocation of Net Profits and other than an allocation Net Losses pursuant to Section 6.1(d)(vi3.1, the following allocations shall be made for each Fiscal Year: (i) The holder of the Class A Interest will be specially allocated royalty THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. income attributable to royalty payments made under the Glad License Agreements for such Fiscal Year in an amount of royalty payments [* * *] to the aggregate amounts distributable to the holder of the Class A Interest under Section 3.5(b)(i) hereof (without regard to distributions treated as guaranteed payments under such Section) in each Fiscal Quarter in such Fiscal Year. Royalty income allocated to the Class A Interest hereunder will be allocated among the various sources of such royalty income in the same manner as withholding taxes are calculated under the definition of “Deemed Withholding Taxes”. The holder of the Class A Interest will also be specially allocated income for such Fiscal Year in an [* * *] of the IP Allocation Amounts with respect to IP Acquisitions for such Fiscal Year and will be specially allocated all income attributable to Glad License Termination Amounts paid for such Fiscal Year; (ii) After the allocations pursuant to Section 3.2(g)(i) are made, the holder of the Class B Interest will be specially allocated royalty income attributable to royalty payments made under the Glad License Agreements for such Fiscal Year in an amount [* * *] royalty payments received under the Glad License Agreements for such Fiscal Year, [* * *] the amount of royalty income allocated to the Class A Interest under Section 3.2(g)(i) for such Fiscal Year. The holder of the Class B Interest will also be specially allocated income for such Fiscal Year [* * *] IP Acquisition Prices with respect to IP Acquisitions, if any, for such Fiscal Year in excess of the aggregate IP Allocation Amounts included in the calculation of the Class A Special Amount and the Class C Special Amount for each Fiscal Quarter in such Fiscal Year; (iii) The holder of the Class C Interest will be specially allocated royalty income attributable to royalty payments made under the JV Sublicense Agreements in such Fiscal Year in an amount of royalty payments [* * *] royalty payments received under the JV Sublicense Agreements for such Fiscal Year. The holder of the Class C Interest will also be specially allocated income for such Fiscal Year in an amount [* * *] of the IP Allocation Amounts with respect to IP Acquisitions for such Fiscal Year and will be specially allocated [* * *] attributable to JV Sublicense Termination Amounts paid for such Fiscal Year; (iv) The Clorox Partners will be specially allocated all deductions arising from the payment of guaranteed payments pursuant to Section 3.5(a) and Section 6.1(d)(vii), with respect to 3.5(b) hereof in such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) Fiscal Year and shall be interpreted consistently therewithspecially allocated [* * *] attributable to Prohibited License Amounts received on behalf of the Joint Venture in such Fiscal Year; and (v) Each JV Partner will be specially allocated all deductions arising from the amortization of organizational expenses (within the meaning of Section 709(b) of the Code) incurred by such JV Partner on behalf of the Joint Venture.

Special Allocations. Notwithstanding any other provision of in this Section 6.1, the following special allocations shall be made for each taxable period: Article V: (ia) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable periodyear, each Partner the Partners shall be specially allocated items of Partnership income and gain for such period year (and, if necessary, subsequent periodsyears) 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 Regulations Sections 1.704-2(f)(6), 1.704-2(g)(21.704- 2(g) and 1.704-2(j)(2)(i2(i)(5), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance 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 Regulations 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)1.704-2(f). This Section 6.1(d)(i5.05 (a) is intended to comply with the Partnership Minimum Gain minimum gain chargeback requirement requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulation Section Regulations Sections 1.704-2(f) and 1.704-2(i)(4). -31- (b) Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704- 1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate 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 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code 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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision provisions of paragraph 1 of this Section 6.1Appendix II, the following special allocations shall be made for each taxable period:made. (ia) Partnership Minimum Gain ChargebackChargeback (Nonrecourse Liabilities). Notwithstanding any other provision 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 during for any Partnership taxable periodfiscal year, each Partner shall be specially allocated items of Partnership income and gain for such period year (and, if necessary, subsequent periodsyears) in an amount equal to such Partner'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), 1.704-2(g)(22(f) and 1.704-2(j)(2)(i), or any successor provision. For purposes (j)(2) 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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))Regulations. This Section 6.1(d)(isubparagraph 2 (a) is intended to comply with the Partnership Minimum Gain 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 subparagraph 2(a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto. (iib) Chargeback of Partner Nonrecourse Debt Minimum GainGain Chargeback. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4)) of the Regulations, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any Partnership taxable periodfiscal 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 period Regulations, shall be specially allocated items of Partnership income and gain for such period year (and, if necessary, subsequent periodsyears) 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 Regulations. The items to be so allocated shall be determined in Treasury Regulation accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes (j)(2) 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(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 periodRegulations. This Section 6.1(d)(iisubparagraph 2 (b) is intended to comply with the minimum gain chargeback of items of income and gain requirement with respect to Partner Nonrecourse Debt contained in Treasury Regulation said Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income PBF LOGISTICS LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 45 and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this this Section 6.1(d6.1 (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(d) with respect to such taxable period (other than an allocation pursuant to Section Sections 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 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(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section Sections 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable period: (ia) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1Article IV, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable periodfiscal year, then each Partner shall be allocated items such amount of Partnership income and gain for such period year (andand subsequent years, if necessary, subsequent periods) determined under and in the manner and amounts provided in Treasury Regulation required by Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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(g) of the Regulations as is necessary to meet the requirements for a chargeback of Partnership Minimum Gain as provided in that Regulation. (iib) Chargeback of Partner Nonrecourse Debt Minimum GainGain Chargeback. Notwithstanding the any other provisions provision of this Article IV except Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(44.3(a), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership taxable periodfiscal year, any Partner with who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be allocated such amount of income and gain for such year (and subsequent years, if necessary) determined under and in the manner required by Section 1.704-2(i)(4) of the Regulations as is necessary to meet the requirements for a chargeback of Partner Nonrecourse Debt Minimum Gain at as is provided in that Regulation. (c) Qualified Income Offset. If a Partner unexpectedly receives any adjustment. allocation or distribution described in Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the beginning of such taxable period shall be allocated Regulations, items of Partnership income and gain for shall be specifically allocated to such period (andPartner in an amount and manner sufficient to eliminate, if necessaryto the extent required by the Regulations, subsequent periods) any deficit 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 determinedBalance of such Partner as quickly as possible, 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(d), other than Section 6.1(d)(i) and other than provided that an allocation pursuant to Section 6.1(d)(vithis Subsection (c) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithmade only if and to the extent that such Partner would have a deficit in the Adjusted Capital Account Balance after all other allocations provided for in Section 4.2 and this Section 4.3 of this Agreement tentatively have been made as if this Subsection (c) were not in this Agreement.

Special Allocations. Notwithstanding (a) Prior to any other provision of this allocations required pursuant to Section 6.14.06(a) hereof, the following special allocations shall be made 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 during any Partnership taxable period, each Partner Members shall be allocated items of Partnership income and gain for such period income, gain, loss or deduction that would be required to be so allocated under (and, if necessary, subsequent periodsi) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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(f2(t) and shall be interpreted consistently therewith. (g) (relating to allocations required in connection with a minimum gain chargeback), (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)(42(i) (relating to allocations required in connection with a partner minimum gain chargeback), 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 period (and, if necessary, subsequent periodsiii) 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(41(b)(2)(ii)(d)(4), (5), or (6) and Treasury Regulation Section 1.704-1 (relating to allocations required in connection with a qualified income offset) and (iv) as otherwise required pursuant to Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. (b) The allocations set forth above in Section 4.06(b) and Section 4.07(a) (collectively, 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 interpreted consistently therewithoffset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 4.07(b). Therefore, notwithstanding any other provisions of this Article 4 (other than the Regulatory Allocations), the Board of Managers 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 this Article 4 without regard to the Regulatory Allocations.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the The following special allocations shall be made for each taxable periodin the following order: (iA. Any “nonrecourse deductions” shall be allocated among the Members in accordance with their Percentage Interests. B. For purposes of determining the Members’ respective shares of “excess nonrecourse liabilities” of the Company under Treasury Regulations Section 1.752-3, each Member’s “percentage interest in partnership profits” shall be equal to such Member’s Percentage Interest. C. Except as otherwise provided in Section 1.704-2(f) Partnership Minimum Gain Chargeback. Notwithstanding of the Regulations, notwithstanding any other provision of this Section 6.1Article 9, if there is a net decrease in Partnership Minimum Gain “partnership minimum gain” during any Partnership Company taxable periodyear, each Partner Member shall be specially allocated items of Partnership Company income and gain for such period taxable year (and, if necessary, subsequent periodsyears) in an amount equal to such Member’s share of the manner and net decrease in “partnership minimum gain,” determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts provided required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in Treasury Regulation accordance with Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes 2(j)(2) 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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))Regulations. This Section 6.1(d)(i9.6(c) is intended to comply with the Partnership Minimum Gain minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) of the Regulations 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 D. Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this Article 9, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain “partner nonrecourse debt minimum gain” attributable to a “partner nonrecourse debt” during any Partnership Company taxable periodyear, any Partner with each Member who has a share of Partner Nonrecourse Debt Minimum Gain at the beginning “partner nonrecourse debt minimum gain” attributable to such “partner nonrecourse debt,” determined in accordance with Section 1.704-2(i)(5) of such taxable period the Regulations, shall be specially allocated items of Partnership Company income and gain for such period year (and, if necessary, subsequent periodsyears) in an amount equal to such Member’s share of the manner and net decrease in “partner nonrecourse debt minimum gain” attributable to such “partner nonrecourse debt,” determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts provided required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in Treasury Regulation accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes 2(j)(2) 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(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 periodRegulations. This Section 6.1(d)(ii9.6(d) is intended to comply with the minimum gain chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. E. Any “partner nonrecourse deductions” for any taxable year shall be specially allocated to the Member who bears the economic risk of loss with respect to the ‘partner nonrecourse debt” to which such “partner nonrecourse deductions” are attributable in accordance with Regulations Section 1.704-2(i)(1). F. The allocation contained in this Section 9.6(f) is intended to be a “qualified income offset” as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent with such regulation. After giving effect to the other allocations set forth in this Section 9.6, items of gross income and gain shall be allocated to each Member in an amount and manner sufficient to eliminate, as quickly as possible, any deficit in such Member’s Adjusted Augmented Capital Account to the extent that such deficit is created or increased by any unexpected adjustments, allocations or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4)-(6).

Special Allocations. Notwithstanding any other provision 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) 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 periodyear, each Partner of such Series shall be allocated items of Partnership income and gain attributable to such Series for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2(g)(2) and 1.704-2(j)(2)(i(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d6.1(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(d) 6.1 with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))year. This Section 6.1(d)(i6.1(b)(i) is intended to comply with the Partnership Minimum Gain 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)(46.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any Partnership taxable periodyear, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period year shall be allocated items of Partnership income and gain attributable to such Series for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treasury Regulation Sections Section 1.704-2(i)(4) and 1.704-2(j)(2)(ii(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d6.1(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d)6.1, other than Section 6.1(d)(i6.1(b)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)above, with respect to such taxable periodyear. This Section 6.1(d)(ii6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback of items of income and gain 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 or Series EA Partners pursuant to Section 6.2(c) or Section 6.3(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 or Series EA Partners, as applicable, pursuant to Section 6.2(c) or Section 6.3(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 6.4(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 6.4(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 6.4(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 6.4(d) 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 provision of this Section 6.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s '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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(viSections 6.1(d)(v) and Section 6.1(d)(vii6.1(d)(vi)). 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 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 '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(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(viSections 6.1(d)(v) and Section 6.1(d)(vii6.1(d)(vi), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Section 6.1(d)(i) or (ii).

Special Allocations. The following special allocations shall be made in the following order: (a) Notwithstanding any other provision of this Section 6.1, Agreement to the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1contrary, if in any Fiscal Year there is a net decrease in Partnership Minimum Gain during any Partnership taxable periodGain, then each Partner shall first be allocated items of Partnership income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to the portion of such Partners' share of the net decrease in Partnership Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(g). As provided in Treasury Regulations Section 1.704-2(j), income of the Partnership allocated for any Fiscal Year under this Section 6.5(a) shall consist first of items of book gain recognized from the disposition of Partnership property subject to Nonrecourse Liabilities to the extent of the decrease in Partnership Minimum Gain that is attributable to such disposition, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership's other items of gross income for such taxable year. (b) Notwithstanding any other provision of this Agreement to the contrary, except as specified in Section 6.5(a), if in any Fiscal Year there is a net decrease in Partner Minimum Gain, then each Partner shall first be allocated items of Partnership income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to the portion of such Partners' share of the net decrease in such Partner Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(i). As provided in Treasury Regulations Section 1.704-2(j), income of the Partnership allocated for any Fiscal Year under this Section 6.5(b) shall consist first of items of book gain recognized from the disposition of Partnership property subject to Partner Nonrecourse Debt to the extent of the decrease in Partner Minimum Gain that is attributable to such disposition, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership's other items of gross income for such taxable year. (c) In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) of the Treasury Regulations, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit, if any, of such Partner as quickly as possible, provided that an allocation pursuant to this Section 6.5(c) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VI have been tentatively made as if this Section 6.5(c) were not in the Agreement. (d) In the event a Limited Partner (who is not also a General Partner) has a deficit Capital Account at the end of any Fiscal Year that is in excess of the sum of (i) the amount the Limited Partner is obligated to restore pursuant to any provision of this Agreement, and (ii) the amount the Limited Partner is deemed to be obligated to restore pursuant to Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations, the Limited Partner shall be specially allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts amount of such excess as quickly as possible, provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the that an allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d6.5(d) with respect shall be made only if and to the extent that the Limited Partner would have a deficit Capital Account in excess of such taxable period sum after all other allocations provided for in this Article VI have been made as if Section 6.5(c) hereof and this Section 6.5(d) were not in the Agreement. (other than e) To the extent an allocation adjustment to the adjusted tax basis of any Partnership asset is required pursuant to Code Section 732(d), Code Section 734(b) or Code Section 743(b), the Capital Accounts of the Partners shall be adjusted 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(f1(b)(2)(iv)(m) and shall be interpreted consistently therewithof the Treasury Regulations. (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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding 3.4.1. In the event the Limited Partners unexpectedly receive any other provision adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to the Limited Partners in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the negative capital account created by such adjustments, allocations or distributions as quickly as possible. For purposes of the preceding sentence, Partners' Capital Accounts shall be reduced for the items described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6). The provisions of this Section 6.13.4.1 are intended to comply with the requirements of Treasury Regulation Section 1.704-1(b), the following special allocations including any amendments or successor regulations thereto, and shall be made for each taxable period:so interpreted. (i) Partnership Minimum Gain Chargeback3.4.2. Notwithstanding any other provision of this Section 6.1, if If there is a net decrease in Partnership Minimum Gain minimum gain as defined in Regulation Section 1.704-2(d) during any a Partnership taxable periodyear, then each Partner shall must be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) year in an amount equal to such Partner's share of the manner and amounts provided net decrease in Treasury Partnership minimum gain as computed under Regulation Sections 1.704-2(f)(6), Section 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes The provisions 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(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 3.4.2 are intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury requirements of Regulation Section 1.704-2(f) 2, including any amendments or successor regulations thereto, and shall be interpreted consistently therewithso interpreted. 3.4.3. Notwithstanding any provision of this Article III to the contrary, to the extent allocations of loss or deductions to a Limited Partner would cause such Limited Partner to have a negative Capital Account balance, or increase the negative balance in a Limited Partner's Capital Account, such loss or deduction shall be allocated among those Limited Partners with positive Capital Account balances to the extent thereof and in proportion thereto, with any remaining loss or deduction being allocated to the General Partner. For the purposes of this Section 3.4.3, distributions made prior to or contemporaneous with any allocation to a Limited Partner shall be reflected in such Partner's Capital Account prior to making such allocation to such Partner, and a Partner's Capital Account shall be credited to the extent (i) such Partner is unconditionally obligated to make additional contributions to the Partnership; (ii) Chargeback of such Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 is unconditionally obligated to fund a deficit in his Capital Account upon liquidation; and (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there iii) such Partner 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 deemed to be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury obligated to restore his Capital Account balance pursuant to Regulation Sections 1.704-2(i)(42(s)(1) and 1.704-2(j)(2)(ii2(i)(5). 3.4.4. In no event shall the General Partner's interest in each item of income, gain, loss, deduction or any successor provisions. For purposes credit be less than 1% of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and such item at all times during the allocation existence of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithPartnership.

Special Allocations. (a) Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1Article 6, if there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i), respectively) during any Partnership taxable periodthe Fiscal Year, each Partner shall Member will be specially allocated items of Partnership Company income and gain for such period that year (and, if necessary, subsequent periodsyears) in an amount equal to its respective share of the manner and amounts provided in net decrease during that year, determined pursuant to Treasury Regulation Regulations Sections 1.704-2(f)(6), 1.704-2(g)(22(g) and 1.704-2(j)(2)(i2(i)(5), or any successor provision. For purposes of this The items to be so allocated will be determined in accordance with Treasury Regulations 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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)1.704-2(f). This Section 6.1(d)(i) 6.2 is intended to comply with the Partnership Minimum Gain minimum gain chargeback requirement requirements in the Treasury Regulations and will be interpreted consistently therewith, including that no chargeback will be required to the extent of the exceptions provided in Treasury Regulation Section Regulations Sections 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). (b) In the event any Member unexpectedly receives any adjustments, if there is a net decrease allocations, or distributions described in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable periodTreasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated (5) or (6), items of Partnership Company income and gain for such period (andwill be specially allocated to that Member in an amount and manner sufficient to eliminate, if necessaryto the extent required by the Treasury Regulations, 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 determinedDeficit created by the adjustments, and the allocations or distributions as promptly as possible. An allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d)6.2(b) will be made only if and to the extent that a Member would have an Adjusted Capital Account Deficit in excess of that sum after all other allocations provided for in this Section 6.2(b) have been tentatively made as if this Article 6 were not in this LLC Agreement. (c) In the event any Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year, other than Section 6.1(d)(i) each such Member will be specially allocated items of Company income and other than an gain in the amount of such excess as quickly as possible. An allocation pursuant to this Section 6.1(d)(vi6.2(c) will be made only if and Section 6.1(d)(vii), to the extent that a Member would have an Adjusted Capital Account Deficit in excess of that sum after all other allocations provided for in this Article 6 have been tentatively made. (d) Nonrecourse Deductions will be specially allocated to the Members in proportion to their Shares. (e) Any Partner Nonrecourse Deductions for any Fiscal Year or other period will be specially allocated to the Member who bears the economic risk of loss with respect to such taxable period. This Section 6.1(d)(ii) is intended the Partner Nonrecourse Debt to comply which the Partner Nonrecourse Deductions are attributable in accordance with the chargeback of items of income and gain requirement in Treasury Regulation Regulations Section 1.704-2(i)(42. (f) and Any income attributable to the receipt or accrual of any financial assistance from the DOE or other U.S. Governmental Authority as described in Section B.4 of Exhibit B shall be interpreted consistently therewithallocated one hundred percent (100%) to B&WMR.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the The following special allocations shall be made for each taxable periodin the following order: (i) 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain Chargeback. Notwithstanding or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable periodArticle 4, each Partner shall receive such special allocations of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2. 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Article 4, items of income and gain shall be specially allocated to the Partners in a manner that complies with the “qualified income offset” requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3). 4.4.3. In the event that a Partner has a deficit Capital Account balance at the end of any fiscal 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 Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes consisting of this Section 6.1(d), a pro rata portion of 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(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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items item of income and gain requirement of the Partnership for such fiscal year in accordance with Treasury Regulation Regulations Section 1.704-2(i)(41(b)(2)(ii)(d)) and in the amount of such excess as quickly as possible; provided, however, that any allocation under this Section 4.4.3 shall be interpreted consistently therewithmade only if and to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all allocations provided for in this Article 4 have been tentatively made as if this Section 4.4.3 were not in this Agreement. 4.4.4. Partner Nonrecourse Deductions shall be specially allocated to the Partners in 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 respective Percentage Interests. 4.4.6. The amounts of any Partnership income, gain, loss or expense available to be specially allocated pursuant to this Section4.4 shall be determined by applying rules analogous to those set forth in Section 1.1.83 as modified by Sections 1.1.83.1 through 1.1.83.5.

Special Allocations. Notwithstanding the 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 adjustments to each Member equal $0.00. (b) The following Regulatory Allocations shall be made in the following order: (i) Except as otherwise provided in Treasury Regulations Section 1. 704-2(f), notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1Article 5, if there is a net decrease in Partnership Minimum Gain 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 Partnership taxable periodAccounting Period, each Partner Member shall be specially allocated items of Partnership the Fund’s income and gain for such period Accounting Period (and, if necessary, subsequent periodsAccounting Periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(d) with respect an amount equal to such taxable period (other than an allocation pursuant to Member’s share of the net decrease in partnership minimum gain, determined in accordance with Treasury Regulations Section 6.1(d)(vi) and Section 6.1(d)(vii)1.704- 2(g)(2). This Section 6.1(d)(iparagraph 5.2(b)(i) is intended to comply with the Partnership Minimum Gain minimum gain chargeback requirement in Treasury Regulation Regulations 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 Except as otherwise provided in Treasury Regulation Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this 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 “partner nonrecourse debt” (as defined in Treasury Regulations Section 1.704-2(b)(4)) during any Partnership taxable periodAccounting Period, any Partner with each Member who has a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period partner recourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership the Fund’s income and gain for such period (Accounting Period and, if necessary, subsequent periods) 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 Sections Regulations Section 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(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 period. This Section 6.1(d)(iiparagraph 5.2(b)(ii) is intended to comply with the minimum gain chargeback of items of income and gain requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4) through (d)(6) which cause the Adjusted Capital Account Balance of such Member to be reduced below $0.00, items of Fund income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the deficit in it Adjusted Capital Account Balance created by such adjustments, allocations, or distributions as quickly as possible. This paragraph 5.2(b)(iii) is intended to constitute a “qualified income offset” as described in Section 1.704- l(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted and applied consistently therewith. (iv) If the allocation of Loss (or items of 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 other Members in proportion to their relative positive Adjusted Capital Account Balances, subject to the limitations of this paragraph (iv).

Special Allocations. Notwithstanding any other provision of this Section 6.1, the The following special allocations shall be made for each taxable period: in the following order: (ia) Partnership Minimum Gain Chargeback. 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 during any Partnership taxable periodFiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such period Fiscal Year (and, if necessary, subsequent periodsFiscal 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), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)2(j)(2). This Section 6.1(d)(i8.6(a) is intended to comply with the Partnership Minimum Gain minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (iib) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except Except as otherwise provided in Treasury Regulation Regulations Section 1.704-2(i)(4), and notwithstanding any other provision of this Article VIII, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership taxable periodFiscal Year, any each Partner with who has a share of the Partner Nonrecourse Debt Minimum Gain at the beginning of attributable to such taxable period Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such period Fiscal Year (and, if necessary, subsequent periods58 (c) In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in the manner and amounts provided in Treasury Regulation Regulations Sections 1.704-2(i)(4) and 1(b)(2)(ii)(d)(4), 1.704-2(j)(2)(ii1(b)(2)(ii)(d)(5), or any successor provisions. For purposes of this Section 6.1(d1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to each Partner’s such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account balance shall be determinedDeficit of such Partner as quickly as possible, and the provided that an allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d)8.6(c) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made, other than as if this Section 6.1(d)(i8.6(c) were not in this Agreement. (d) In the event any Partner has an Adjusted Capital Account Deficit at the end of any Partnership Fiscal Year, each such Partner shall be specially allocated items of Partnership income and other than gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.1(d)(vi8.6(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account after all other allocations provided for in this Article VIII have been made as if Section 6.1(d)(vii), 8.6(c) hereof and this Section 8.6(d) were not in this Agreement. (e) Partnership Nonrecourse Deductions for any Fiscal Year shall be allocated 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 who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such taxable period. This Section 6.1(d)(ii) is intended to comply Partner Nonrecourse Deductions are attributable, in accordance with the chargeback of items of income and gain requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith2(i)(1).

Special Allocations. Notwithstanding Section 10.1, (a) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6) of the Treasury Regulations, items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the deficit balance of the Adjusted Capital Account of such Member as quickly as possible; provided that an allocation pursuant to this Section 10.2(a) shall only be made if and to the extent such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided for in Section 10.1 and Section 10.2 have been made as if this Section 10.2(a) were not in this Operating Agreement. ~ 14 ~ Table of contents (b) Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Accounting Period which is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to any provision of this Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1Operating Agreement, if there any, and (ii) the amount such Member is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall deemed to be allocated items obligated to restore pursuant to the penultimate sentence of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Regulations Sections 1.704l.704-2(f)(6), 1.704-2(g)(22(g)(1) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d2(i)(5), each Partner’s Adjusted Capital Account balance such Member shall be determined, specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided that an allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d10.2(b) with respect shall only be made if and to the extent that such taxable period (Member would have a deficit Capital Account in excess of such sum after all other than an allocation pursuant to allocations provided for in Section 6.1(d)(vi) 10.1 and Section 6.1(d)(vii)). This 10.2 have been made as if Section 6.1(d)(i10.2(a) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) hereof 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 10.2(b) were not 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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithOperating Agreement.

Special Allocations. Notwithstanding (a) Code section 754 set. To the extent of adjustment based on the adjusted tax, any participatory asset is required under the code of Section 734(b) or code of Section 743(b), as specified in the section 1.704-1(b)(2)(iv)(m), in determining capital. The amount of adjustment including to capital accounts shall be allocated as an item of profit (if the adjustment increases the basis of the asset) or loss (if the adjustment is reduced on such a basis) and profits or loss shall be specifically allocated to the partners in a manner consistent with the manner in which their capital accounts are required to adjust according to the part of the regulation. b) Non-return deductions. Non-return deductions for each fiscal year or other periods shall be allocated especially among partners in proportion to the interests of their respective partnerships. c) Deductions for non-return of partner loans. Any non-return deduction of a partner's loan for any financial year or other period shall be allocated especially to the partner who bears the risk of loss due to the loan that such a non-return loan deduction of the partner attributable in accordance with the provisions section 1.704-1(b)(4)(iv)(g). d) Therapeutic allocations. Allocations specified in sections 3.4(b) and 3.4(c) in this case (regulatory allocations) are intended to comply with certain requirements of section 1.704-1(b). According to any other provision of this Section 6.1article 3, the following special regulatory allocations shall should be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease considered in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effectedother profits, prior losses and items of income, profit, loss and deduction among partners so that as much as possible, the net amount of such other allocations of profits, losses and other regulatory items and allocations to each partner is equal to the application net amount that would be allocated to each partner if the regulatory allocations did not allocate such a partner. Occurred. According to the previous sentence, regulatory allocations relating to (a) non-rem return deductions should not be taken into account except to the extent that there has been a reduction in the participation of any other allocations pursuant the minimum interest, and (b) the loan partner the non-return deduction shall not be taken into account except to this Section 6.1(d) with respect to the extent that there has been a reduction in the participation of the minimum interest if the loan that 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) a deduction is intended to comply with attributable is made or guaranteed by a partner in the Partnership Minimum Gain chargeback requirement in Treasury Regulation meaning of the provisions of Section 1.704-2(f1(b) and shall be interpreted consistently therewith4)(iv)(g). (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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision 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 allocated in the 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) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if If there is a net decrease in Partnership Minimum Gain during any Partnership taxable periodFiscal Year, each Partner Member shall be allocated items of Partnership income and gain Profits for such period Fiscal Year (and, if necessary, for subsequent periodsFiscal 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), 1.704-2(g)(2(5) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s (6) has an Adjusted Capital Account balance 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(d) with respect ARTICLE IV, then Profits for such Taxable Year shall be allocated to such taxable period (other than an allocation pursuant Member in proportion to, and to Section 6.1(d)(vi) and Section 6.1(d)(vii))the extent of, such Adjusted Capital Account Deficit. This Section 6.1(d)(i4.3(c) is intended to comply with the Partnership 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) Chargeback The allocations set forth in Sections 4.3(a)-(c) (the "Regulatory Allocations'") are intended to comply with certain requirements of Partner Nonrecourse Debt Minimum GainSections 1.704-l(b) and 1.704- 2 of the Treasury Regulations. Notwithstanding The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or make Company distributions. Accordingly , notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i))ARTICLE IV, except as provided in Treasury Regulation Section 1.704-2(i)(4)but subject to the Regulatory Allocations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable periodincome, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period gain, deduction, and loss shall be allocated items reallocated among the Members so as to eliminate the effect of Partnership income the Regulatory Allocations and gain for such period (and, if necessary, subsequent periods) thereby cause the respective Capital Accounts of the Members to be in the manner amounts (or as close thereto as possible) they would have been if Profit and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) Loss (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 such other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income , gain , deduction, and gain requirement 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 Member 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 Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithRegulations.

Special Allocations. Notwithstanding the foregoing provisions of this Article Six, the following allocations may apply: (a) Except as provided in Paragraphs 6.4(b) and 6.4(c) hereof, in the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), which create or increase an Adjusted Capital Account Deficit items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit created by such adjustments, allocations, or distributions as quickly as possible; provided that an allocation pursuant to this 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), notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1Article Six, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable periodfiscal year, each Partner shall be specially allocated items of Partnership income and gain for such period year (and, if necessary, for subsequent periodsyears) in an amount equal to such Partner's Share of the net decrease in Partnership Minimum Gain, to the extent required and in the manner and amounts provided by Sections 1.704-2(g) of the Treasury Regulations. The items to be so allocated shall be determined in Treasury Regulation accordance with Regulations Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)2(j)(2). This Section 6.1(d)(iParagraph 6.4(b) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation minimum gain charge-back provision of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (iic) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except Except as otherwise provided in Treasury Regulation Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article Six, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership taxable periodfiscal year, any each Partner with who has a share of the Partner Nonrecourse Debt Minimum Gain at the beginning of attributable to such taxable period Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such period year (and, if necessary, for subsequent periodsyears) 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 required and in the manner and amounts provided by Section 1.704-2(i)(4) of the Treasury Regulations. The items to be so allocated shall be determined in Treasury Regulation accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii2(i)(2), 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.Paragraph 6.4

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable period: Agreement: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of a Member shall not be allocated under this Section 6.17.1(c) items of loss and deduction of the Company to the extent such an allocation would cause or increase a deficit balance in such Member’s Capital Account (in excess of any limited dollar amount of such deficit balance that such Member is obligated to restore consistent with the Treasury Regulations for the safe harbor for Section 704(b), if 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 is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items to the Members such gains or income as shall be necessary to satisfy the “qualified income offset” requirement of Partnership income and 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 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 debt or loan; (iv) this Agreement incorporates the “minimum gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided chargeback” provisions set forth in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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 period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4g) 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 “partner nonrecourse debt minimum gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement chargeback” set forth in Treasury Regulation Section 1.704-2(i)(4) (which shall apply as provided in those regulations); and (v) any allocations made pursuant to Section 7.1(d)(i) or (ii) shall be interpreted consistently therewithtaken into account in allocating items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if such allocations under Section 7.1(d)(i) or (ii) had not occurred.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d6.1(e), 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(d6.1(e) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(viSections 6.1(e)(vi) and Section 6.1(d)(vii6.1(e)(vii)). This Section 6.1(d)(i6.1(e)(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)(i6.1(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 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 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(d6.1(e), 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(d6.1(e), other than Section 6.1(d)(i6.1(e)(i) and other than an allocation pursuant to Section 6.1(d)(viSections 6.1(e)(vi) and Section 6.1(d)(vii6.1(e)(vii), with respect to such taxable period. This Section 6.1(d)(ii6.1(e)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) [Deleted.] (iv) Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Section 6.1(e)(i) or (ii).

Special Allocations. (a) Notwithstanding any other provision of this Agreement, “partner nonrecourse deductions” (as defined in Regulations Section 6.11.704-2(i)), if any, of the following special allocations Venture shall be made for each taxable period: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. (ia) Partnership Minimum Gain ChargebackThis 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. Notwithstanding Accordingly, notwithstanding any other provision of this Section 6.1Agreement, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable perioditems of income, each Partner 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 Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6taxable period), 1.704-2(g)(2such loss or deduction shall not be allocated to such Member and instead shall be allocated to the Members in accordance with Section 6.02 as if the Restricted Member were not a Member. (c) Any allocations required to be made pursuant to Section 6.03(a), Section 6.03(b) and 1.704-2(j)(2)(i)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 successor provision. For purposes of items so allocated and all other items allocated to such Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 6.02 had such Regulatory Allocations under this Section 6.1(d)6.03 not occurred. (d) It is intended that prior to a distribution of the proceeds from a liquidation of the Venture pursuant to the provisions of Section 11.03, each Partner’s Adjusted the positive Capital Account balance of each Member shall be determinedequal to the amount of liquidation proceeds that such Member is entitled to receive in accordance with the provisions of Section 11.03. Accordingly, notwithstanding anything to the contrary in this Article 6, to the extent necessary and permissible or required under Section 704(b) of the Code and the Regulations promulgated thereunder, items of gross income and gross deductions, of the Venture for the year of liquidation of the 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 amount that such Member is entitled to receive in connection with such liquidation in accordance with the provisions of Section 11.03. (e) The Members intend for the allocation provisions contained in this Agreement to comply with Section 704(b) of the Code and the Regulations promulgated thereunder, 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(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 provisions herein shall be interpreted consistently and applied in a manner consistent 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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable periodperiod in the following order: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. (a) Notwithstanding any other provision of this Agreement, to the extent an allocation of Profit or Loss or any item thereof to any Member pursuant to Section 6.14.2 of this Agreement would be in violation of the requirements of the Treasury Regulations under Section 704(b) of the Code, the following special Tax Matters Partner shall comply with the requirements of such Treasury Regulations and adjust such allocations to comply with such requirements in a manner that will, in the reasonable judgment of the Tax Matters Partner, have the least effect on the amounts to be allocated and distributed under this Agreement. The Members agree that if this Section 4.3(a) becomes applicable, the Tax Matters Partner is authorized to review and adjust the allocations made pursuant to Section 4.2 of this Agreement without the Consent of Members. (b) In the event a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) that causes or increases an Adjusted Capital Account Deficit, items of Profit shall be made for each taxable period:specially allocated to such Member so as to eliminate such negative balance as quickly as possible. This subparagraph is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith. (ic) Partnership Minimum Gain Chargeback. Notwithstanding any other provision 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 during for any Partnership taxable periodFiscal Year, each Partner Member shall be specially allocated items of Partnership Company income and gain for such period year (and, if necessary, subsequent periodsyears) in an amount equal to such Member’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), 1.704-2(g)(22(f) and 1.704-2(j)(2)(i), or any successor provision. For purposes (j)(2) 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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))Treasury Regulations. This Section 6.1(d)(i) subparagraph is intended to comply with the Partnership Minimum Gain 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 Member pursuant hereto. (iid) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except Except as otherwise provided in Treasury Regulation 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 Minimum Gain during any Partnership taxable periodFiscal 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 period Treasury Regulations, shall be specially allocated items of Partnership Company income and gain for such period year (and, if necessary, subsequent periodsyears) 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 required by Section 1.704-2(i) of the Treasury Regulations. The items to be so allocated shall be determined in Treasury Regulation accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes (j)(2) 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(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 periodTreasury Regulations. This Section 6.1(d)(ii) subparagraph is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of items of income and gain requirement in the Treasury Regulation Section 1.704-2(i)(4) 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. (e) Partner Nonrecourse Deductions for any Fiscal Year 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. (f) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their respective Percentage Interests. (g) In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of the amount such Member is obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 4.3(g) shall be made only if any to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 4 have been made as if Section 4.3(b) and this Section 4.3(g) were not in the Agreement. (h) Losses allocated pursuant to Section 4.2 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of losses pursuant to Section 4.1 hereof, the limitation set forth in this Section 4.3(h) shall be applied on a Member by Member basis and losses not allocable to any Member as a result of such limitation shall be allocated to the other Members in accordance with the positive balances in such Member’s Capital Accounts so as to allocate the maximum permissible losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (i) The allocations set forth in Sections 4.3(b) through 4.3(h) (the “Regulatory Allocations”) are intended to comply with certain requirements of the 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 pursuant to this Section 4.3(i). Therefore, notwithstanding any other provision of this Section 4.3 (other than the Regulatory Allocations), the Tax Matters Partner 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 the Agreement and all Company items were allocated pursuant to Section 4.2.

Special Allocations. Notwithstanding the 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 deduction such that the net amount of the Regulatory Allocations and such subsequent special adjustments to each Member equal $0.00. (b) The following Regulatory Allocations shall be made in the following order: (i) Except as otherwise provided in Treasury Regulations Section 1.704-2(f), notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1Article 5, if there is a net decrease in Partnership Minimum Gain 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 Partnership taxable periodAccounting Period, each Partner Member shall be specially allocated items of Partnership the Fund’s income and gain for such period Accounting Period (and, if necessary, subsequent periodsAccounting 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), Regulations Section 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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)(iparagraph 5.2(b)(i) is intended to comply with the Partnership Minimum Gain minimum gain chargeback requirement in Treasury Regulation Regulations 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 Except as otherwise provided in Treasury Regulation Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this 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 “partner nonrecourse debt” (as defined in Treasury Regulations Section 1.704-2(b)(4)) during any Partnership taxable periodAccounting Period, any Partner with each Member who has a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership the Fund’s income and gain for such period (Accounting Period and, if necessary, subsequent periods) 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 Sections Regulations Section 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(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 period. This Section 6.1(d)(iiparagraph 5.2(b)(ii) is intended to comply with the minimum gain chargeback of items of income and gain requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4) through (d)(6) which cause the Adjusted Capital Account Balance of such Member to be reduced below $0.00, items of Fund income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the deficit in its Adjusted Capital Account Balance created by such adjustments, allocations, or distributions as quickly as possible. This paragraph 5.2(b)(iii) is intended to constitute a “qualified income offset” as described in Section 1.704- 1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted and applied consistently therewith. (iv) If the allocation of Loss (or items of 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 of Loss (or items of loss or deduction) as will not create or increase an Adjusted Capital Account Balance deficit. The Loss (or items of loss or deduction) that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in proportion to their relative positive Adjusted Capital Account Balances, subject to the limitations of this paragraph (iv).

Special Allocations. Notwithstanding At the end of each Fiscal Year and notwithstanding any other provision of this Section 6.110.2, the following special allocations shall be made for each taxable periodboth Capital Account and for federal income tax purposes unless otherwise provided: (ia) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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 In accordance with the Partnership Minimum Gain chargeback requirement in ordering rules of Treasury Regulation Section 1.704-2(f) 2(j), items of gross income and realized gain first shall be interpreted consistently therewith. (ii) Chargeback allocated in an amount and in a manner that complies with the "chargeback" requirement 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 the `qualified income offset" requirement of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(41 (b)(2)(ii)(d), and the "minimum gain chargeback" requirement of Treasury Regulation Section 1.704-2(f). Further, any "partner non-recourse deductions" within the meaning of Treasury Regulation Section 1 .704-2(i)(2) attributable to "partner non-recourse debt" shall be allocated to the Member who bears the "economic risk of loss" for such 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 a taxing authority ignores the characterization of any amounts paid to a Member (or an Affiliate thereof) as salaries, 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 the first available items of Company income and gain (including in a succeeding year) in an amount equal to the Compensation. (c) If the 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 date of the contribution, or (y) any property that has been revalued pursuant to Treasury Regulation Section 1.704-I (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 such property shall be allocated among the Members in accordance with Code Section 704(c) and shall be interpreted consistently therewiththe Treasury Regulations thereunder. Pursuant to the "traditional method" of making Code Section 704(c) allocations described in Treasury Regulation Section ss. 1.704-3(b).

Special Allocations. The following special allocations shall be made ------------------- in the following order: (a) Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1Article IV, if there ---------- is a net decrease in Partnership Minimum Gain during any Partnership taxable periodFiscal Year, each Partner shall be allocated except as otherwise permitted by Sections 1.704-2(f)(2),(3),(4) and (5) of the Regulations, items of Partnership income and gain for such period Fiscal Year (andand subsequent years, if necessary, subsequent periods) in the manner and amounts order provided in Section 1.704-(j)(2)(i) of the Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) Regulations shall be allocated among all Members whose shares of Minimum Gain decreased during that year in proportion to and 1.704-2(j)(2)(i), or any successor provisionto the extent of such Member's share of the net decrease in Minimum Gain during such year. For purposes of The allocation contained in 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(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)(i4.6(a) is intended to comply with be a minimum gain chargeback within the Partnership Minimum Gain chargeback requirement in Treasury Regulation meaning of -------------- Section 1.704-2(f) 2 of the Regulations, and shall be interpreted consistently therewith. (iib) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the any other provisions provision of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4)Article IV, if ---------- there is a net decrease in "Partner Nonrecourse Debt Minimum Gain during any Partnership taxable periodnonrecourse debt minimum gain", any Partner with a share except as provided in Section 1.704-2(i) of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated Regulations, items of Partnership Company income and gain for such period fiscal year (andand subsequent years, if necessary, subsequent periods) in the manner and amounts order provided in Treasury Regulation Sections 1.704-2(i)(4) and Section 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 the Regulations shall be determined, allocated among all Members whose share of "Partner nonrecourse debt minimum gain" decreased during that year in proportion to and the allocation of income or gain required hereunder shall be effected, prior to the application extent of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable periodMember's share of the net decrease in "Partner nonrecourse debt minimum gain" during such year. This Section 6.1(d)(ii4.6(b) is intended to comply with the "partner nonrecourse -------------- debt minimum gain" chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) 2 of the Regulations and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations, items of income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 4.6(c) shall be made only if and to the extent that such Member would -------------- have an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV have been tentatively made as if this Section ------- 4.6(c) were not in this Agreement. ------ (d) In the event any Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 4.6(d) shall be -------------- made only if and to the extent that, such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV have ---------- been made as if this Section 4.6(d) were not in this Agreement. -------------- (e) Nonrecourse deductions (as defined in Section 1.704-2(b)(1) of the Regulations) for any fiscal year or other period shall be specifically allocated to the Members in accordance with the allocation of Net Loss.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-1.704- 2(g)(2) and 1.704-2(j)(2)(i), or any successor provisionprovisions. 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(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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision of in this Agreement to the contrary, in the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 6.1I .704-l(b)(2)(ii)(d)(4), the following special allocations shall be made for each taxable period: (i5) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1or (6) with respect to such Partner's Capital Account that causes or increases an Adjusted Capital Account Deficit with respect to such Partner, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for shall be specially allocated to each such period (andPartner in an amount and manner sufficient to eliminate, if necessaryto the extent required by the Treasury Regulations, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation Deficit of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than Partner as quickly as possible; provided that an allocation pursuant to this provision (d) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 6.1(d)(vi19 have been tentatively made as if this provision (d) and Section 6.1(d)(vii))were not in this Agreement. This Section 6.1(d)(i19(d) is intended to constitute a "qualified income offset" within the meaning of Treasury Regulations Section 1.704-1 (b)(2)(ii)(d) and shall be interpreted consistently therewith. "Adjusted Capital Account Deficit" means, with respect to any Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of the relevant Fiscal Period, after giving effect to the following adjustments: (a) credit to such Capital Account any amounts that such Partner is obligated to restore or is deemed to be obligated to restore pursuant to the Treasury Regulations under Section 704 of the Code and (b) debit to such Capital Account the items described in Treasury Regulations Sections 1 .704-l(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the Partnership Minimum Gain chargeback requirement in provisions of Treasury Regulation Regulations Section 1.704-2(f1 (b)(2)(ii)(d) 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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.successor

Special Allocations. (a) Notwithstanding any other provision of this Agreement, "partner nonrecourse deductions" (as defined in Regulations Section 6.11.704-2(i)), if any, of the LLC 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 Section 1.704-2(i), and "nonrecourse deductions" (as defined in Regulations Section 1.704-2(b)(1)) of the LLC shall be allocated to the Members in accordance with their 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) Any allocations required to be made pursuant to Section 6.03(a) and Section 6.03(b) (the "Regulatory Allocations") (other than allocations, the following effect of which are likely to be offset in the future by other special allocations allocations) shall be made taken into account, to the extent permitted by the Regulations, in computing subsequent 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 such Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 6.02 had such Regulatory Allocations under this Section 6.03 not occurred. (d) Notwithstanding anything herein to the contrary, except as set forth in Section 5.02(b)(ii) for each taxable periodFiscal Year or part thereof, the LLC's allocable share of the Property Owner's items of income, gain, loss, and deduction (including its share of such items which are allocated to it from Third Avenue LLC and MM LLC) for such period shall be allocated among the NYSTRS Members and the Reckson Members in the following proportions: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision to the NYSTRS Members in an amount equal to the Property Owner's items of this Section 6.1income, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable gain, loss, and deduction, which are allocated to all of the members of the Property Owner for such period, each Partner shall be allocated items of Partnership income and gain for such period (times the NYSTRS Members then Percentage Interest, and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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 the LLC's remaining allocable share of Partner Nonrecourse Debt Minimum Gainthe Property Owner's items of income, gain, loss, and deduction for such period, to the Reckson Members in accordance with Section 6.02, as if the NYSTRS Members were not then a Member of the LLC. Notwithstanding This Section 6.03(d) shall not apply in the other provisions year the LLC liquidates if the suspension 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 provision would permit the NYSTRS Members to receive an amount on liquidation of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such 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(d), other than Section 6.1(d)(i) and other than an allocation LLC pursuant to Section 6.1(d)(vi) and 11.03 that reflects, to the extent possible, the amount it would have received had liquidating distributions been made in accordance with Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith6.05.

Special Allocations. Notwithstanding i. Except as provided in in this Agreement in the event any other provision Partner unexpectedly received any adjustments, allocations, or distributions described in Section 1.704(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) of this Section 6.1the Regulations, items of Partnership income and gain shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the following special allocations shall be made for each taxable period:Adjusted Capital Account Deficit of such Partner as quickly as possible. ii. Except as provided in this Agreement in the event any Partner has an Adjusted Capital Account Deficit at the end of any Partnership fiscal year that is in excess of the sum of (i) the amount such Partner is obligated to restore (pursuant to the terms of such Partner's promissory note or otherwise) and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentence of Regulations Section 1.704•1(b)(4)(iv)(f), each such Partner shall be specially allocated items of Partnership Minimum Gain Chargebackincome and gain in the amount of such excess as quickly as possible. iii. Notwithstanding any other provision provisions of this Section 6.1Agreement, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable periodfiscal year, each Partner who would otherwise have an Adjusted Capital Account Deficit at the end of such year shall be specially allocated items of Partnership income and gain for such period year (and, if necessary, subsequent periodsyears) in the an amount and manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s sufficient to eliminate such Adjusted Capital Account balance Deficit as quickly as possible. 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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)1.704-I(b)(4)(iv)(e). This Section 6.1(d)(isubparagraph (iii) is intended to comply with the Partnership Minimum Gain chargeback minimum gain charge-back requirement in Treasury Regulation Section 1.704-2(f) such section of the Regulations and shall be interpreted consistently therewith. (iiiv. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i))or 743(b) is required, except as provided in Treasury Regulation pursuant to Regulations Section 1.704-2(i)(41 (b) (2)(iv)(m), if there is a net decrease to be taken into account in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable perioddetermining capital accounts, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning amount of such taxable period 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 gains or loss shall be specially allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) to the Partners in a manner consistent with 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 which their capital accounts are required to be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations adjusted pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with section of the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithRegulations.

Special Allocations. (a) Notwithstanding any other provision of this Operating Agreement, the following allocations shall be made for each Fiscal Year or other period: (i) Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.16.04, if there is a net decrease in Partnership Company Minimum Gain during any Partnership taxable period, each Partner Member shall be allocated items of Partnership Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections Treas. Reg. § 1.704-2(f)(62(f), 1.704-2(g)(2(g)(2) and 1.704-2(j)(2)(i(j), or any successor provision. For purposes of this Section 6.1(d)6.04, each PartnerMember’s Adjusted Capital Account balance 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(d) Article 6 with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))period. This Section 6.1(d)(i6.04(a)(i) is intended to comply with the Partnership Minimum Gain partnership minimum gain chargeback requirement in Treasury Regulation Section Treas. Reg. §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 6.04 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(46.04(a)(i) above), if there is a net decrease in Partner Member Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner Member with a share of Partner Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections Treas. Reg. § 1.704-2(i)(4) and 1.704-2(j)(2)(ii(j)(2), or any successor provisions. For purposes of this Section 6.1(d)6.04, each PartnerMember’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d6.04(a), other than Section 6.1(d)(i6.04(a)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)above, with respect to such taxable period. This Section 6.1(d)(ii6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback of items of income and gain requirement in Treasury Regulation Section Treas. Reg. § 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii). (iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Operating Agreement. (v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests. (vi) Member Nonrecourse Deductions for any taxable period 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 Treas. Reg. § 1.704-2(i) or Treas. Reg. §1.704-2(k). 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.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.. Rhino Resource Partners LP Fourth Amended and Restated Agreement of Limited Partnership

Special Allocations. Notwithstanding 3.4.1. In the event the Limited Partners unexpectedly receive any other provision adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1 (b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to the Limited Partners in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the negative capital account created by such adjustments, allocations or distributions as quickly as possible. For purposes of the preceding sentence, Partners’ Capital Accounts shall be reduced for the items described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6). The provisions of this Section 6.13.4.1 are intended to comply with the requirements of Treasury Regulation Section 1.704-1(b), the following special allocations including any amendments or successor regulations thereto, and shall be made for each taxable period:so interpreted. (i) Partnership Minimum Gain Chargeback3.4.2. Notwithstanding any other provision of this Section 6.1, if If there is a net decrease in Partnership Minimum Gain minimum gain as defined in Regulation Section 1.704-2(d) during any a Partnership taxable periodyear, then each Partner shall must be allocated items of Partnership income and gain for each year in an amount equal to such period (and, if necessary, subsequent periods) Partner’s share of the net decrease in the manner and amounts provided in Treasury Partnership minimum gain as computed under Regulation Sections 1.704-2(f)(6), 1.704Section 1 .704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes The provisions 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(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 3.4.2 are intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury requirements of Regulation Section 1.704-2(f) 2, including any amendments or successor regulations thereto, and shall be interpreted consistently therewithso interpreted. 3.4.3. Notwithstanding any provision of this Article to the contrary, to the extent allocations of loss or deductions to a Limited Partner would cause such Limited Partner to have a negative Capital Account balance, or increase the negative balance in a Limited Partner’s Capital Account, such loss or deduction shall be allocated among those Limited Partners with positive Capital Account balances to the extent thereof and in proportion thereto, with any remaining loss or deduction being allocated to the General Partner. For the purposes of this Section 3.4.3 distributions made prior to or contemporaneous with any allocation to a Limited Partner shall be reflected in such Partner’s Capital Account prior to making such allocation to such Partner, and a Partner’s Capital Account shall be credited to the extent (i) such Partner is unconditionally obligated to make additional contributions to the Partnership; (ii) Chargeback of such Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 is unconditionally obligated to fund a deficit in his Capital Account upon liquidation; and (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there iii) such Partner 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 deemed to be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury obligated to restore his Capital Account balance pursuant to Regulation Sections 1.704-2(i)(42(s)(1) and 1.704-2(j)(2)(ii2(i)(5), or any successor provisions. 3.4.4. For purposes of this Section 6.1(d), each In no event shall the General Partner’s Adjusted Capital Account balance shall interest in each item of income, gain, loss, deduction or credit be determined, and less than one percent (1%) of each such item at all times during the allocation existence of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithPartnership.

Special Allocations. Notwithstanding any other provision of this Section 6.1Article 7 in order to comply with the Code and Regulations for allocations of income, 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 special allocations shall be made for each taxable periodrules apply: (ia) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if If there is a net decrease in Partnership Minimum Gain partnership minimum gain during any Partnership taxable fiscal year or other period, each Partner 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 Partner nonrecourse loan during any fiscal year or other period, so that an allocation is required by Section 1.704-2(i)(4) of the Regulations, a Partner with a share of that partner nonrecourse debt minimum gain shall be allocated items of income and gain in the manner and to the extent required by Section 1.704-2(i)(4) of the Regulations. (c) If any Partner unexpectedly receives an adjustment, allocation, or distribution described in Section 1.704-1(b)(2)(d) (4)-(6) of the Regulations, items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determinedspecially allocated to these Partners in an amount and manner sufficient to eliminate, and the allocation of income or gain required hereunder shall be effected, prior to the application extent required by the Regulations, any adjusted capital account deficit of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than these Partners as quickly as possible, provided that an allocation pursuant to Section 6.1(d)(vithis paragraph shall be made only if, and to the extent that, this Partner would have an adjusted capital account deficit after all other allocations which are provided in this Article 7 tentatively have been made as if this paragraph were not part of this Agreement. (d) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement Any Partner nonrecourse deductions as defined in Treasury Regulation Section 1.704-2(f2(1)(2) and of the Regulations shall be interpreted consistently therewithallocated 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. (iie) Chargeback For income tax purposes, any item of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 income, gain, loss, deduction, or credit with respect to any property (other than money) that has been contributed by a Partner to the capital of the Partnership and which is required to be allocated to Partners for income tax purposes under Section 6.1(d)(i)), except 704 of the Code so 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 to take into account the variation between the tax basis of Partner Nonrecourse Debt Minimum Gain this property and its value at the beginning time of such taxable period its contribution, shall be allocated items of Partnership to the Partners for income and gain for such period (and, if necessary, subsequent periods) tax purposes in the manner required by Section 704 of the Code and amounts provided in Treasury Regulation Sections 1.704-2(i)(4the corresponding Regulations. If and when the capital accounts of Partners are required to be adjusted pursuant to Section 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 1.704-2(j)(2)(ii)deduction, or including without limitation depreciation and deductions for cost recovery with respect to this asset, shall take into account any successor provisions. For purposes variation between the then existing adjusted basis of this asset for federal income tax LIMITED PARTNERSHIP AGREEMENT OF CRIMSON CARDINAL, L.P. — Page 11 purposes and the value as adjusted of this asset, as this computation may be required under Section 6.1(d), each Partner’s Adjusted Capital Account balance 704(b) of the Code and the principles of Section 704(b) of the Code. (f) Nonrecourse losses shall be determinedallocated 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 allocation 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 income or gain required hereunder shall be effected, prior to this Agreement except for the application of any other the special allocations pursuant to under this Section 6.1(d)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, other than by unanimous written consent of the Partners, may agree to make any election permitted by the Regulations under Section 6.1(d)(i) and other than an 704 of the Code that may reduce or eliminate any special allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall that would otherwise be interpreted consistently therewithrequired.

Special Allocations. Notwithstanding 3.4.1. In the event the Limited Partners unexpectedly receive any other provision adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1 (b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to the Limited Partners in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the negative capital account created by such adjustments, allocations or distributions as quickly as possible. For purposes of the preceding sentence, Partners' Capital Accounts shall be reduced for the items described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6). The provisions of this Section 6.13.4.1 are intended to comply with the requirements of Treasury Regulation Section 1.704-1(b), the following special allocations including any amendments or successor regulations thereto, and shall be made for each taxable period:so interpreted. (i) Partnership Minimum Gain Chargeback3.4.2. Notwithstanding any other provision of this Section 6.1, if If there is a net decrease in Partnership Minimum Gain minimum gain as defined in Regulation Section 1.704-2(d) during any a Partnership taxable periodyear, then each Partner shall must be allocated items of Partnership income and gain for each year in an amount equal to such period (and, if necessary, subsequent periods) Partner's share of the net decrease in the manner and amounts provided in Treasury Partnership minimum gain as computed under Regulation Sections 1.704-2(f)(6), 1.704Section 1 .704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes The provisions 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(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 3.4.2 are intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury requirements of Regulation Section 1.704-2(f) 2, including any amendments or successor regulations thereto, and shall be interpreted consistently therewithso interpreted. 3.4.3. Notwithstanding any provision of this Article to the contrary, to the extent allocations of loss or deductions to a Limited Partner would cause such Limited Partner to have a negative Capital Account balance, or increase the negative balance in a Limited Partner's Capital Account, such loss or deduction shall be allocated among those Limited Partners with positive Capital Account balances to the extent thereof and in proportion thereto, with any remaining loss or deduction being allocated to the General Partner. For the purposes of this Section 3.4.3 distributions made prior to or contemporaneous with any allocation to a Limited Partner shall be reflected in such Partner's Capital Account prior to making such allocation to such Partner, and a Partner's Capital Account shall be credited to the extent (i) such Partner is unconditionally obligated to make additional contributions to the Partnership; (ii) Chargeback of such Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 is unconditionally obligated to fund a deficit in his Capital Account upon liquidation; and (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there iii) such Partner 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 deemed to be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury obligated to restore his Capital Account balance pursuant to Regulation Sections 1.704-2(i)(42(s)(1) and 1.704-2(j)(2)(ii2(i)(5). 3.4.4. In no event shall the General Partner's interest in each item of income, gain, loss, deduction or any successor provisions. For purposes credit be less than one percent (1%) of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and such item at all times during the allocation existence of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithPartnership.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the The following special allocations shall be made for each taxable periodin the following order: (ia) Partnership Minimum Gain Chargeback. 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 during any Partnership taxable periodFiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such period Fiscal Year (and, if necessary, subsequent periodsFiscal 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), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)2(j)(2). This Section 6.1(d)(i8.6(a) is intended to comply with the Partnership Minimum Gain minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (iib) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except Except as otherwise provided in Treasury Regulation Regulations Section 1.704-2(i)(4), and notwithstanding any other provision of this Article VIII, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership taxable periodFiscal Year, any each Partner with who has a share of the Partner Nonrecourse Debt Minimum Gain at the beginning of attributable to such taxable period Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such period Fiscal Year (and, if necessary, subsequent periodsFiscal 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 1.704-2(j)(2)(ii2(i)(2), 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(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 period. This Section 6.1(d)(ii8.6(b) is intended to comply with the minimum gain chargeback of items of income and gain requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 8.6(c) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made, as if this Section 8.6(c) were not in this Agreement. (d) In the event any Partner has an Adjusted Capital Account Deficit at the end of any Partnership Fiscal Year, each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 8.6(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account after all other allocations provided for in this Article VIII have been made as if Section 8.6(c) hereof and this Section 8.6(d) were not in this Agreement. (e) Partnership Nonrecourse Deductions for any Fiscal Year shall be allocated 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 who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable, in accordance with Regulations Section 1.704-2(i)(1). (g) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of its interest in the Partnership, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specifically allocated to the Partner to whom such distribution was made.

Special Allocations. Notwithstanding any other provision of this Section 6.15.2, the following special allocations shall be made for each Fiscal Year or other taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.15.2, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in U.S. Treasury Regulation Regulations Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d5.2(b)(i), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d5.2(b) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(viSections 5.2(b)(iii) and Section 6.1(d)(vii(iv)). This Section 6.1(d)(i5.2(b)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in U.S. Treasury Regulation Regulations 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 5.2 (other than Section 6.1(d)(i5.2(b)(i)), except as provided in U.S. Treasury Regulation Regulations 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 period (and, if necessary, subsequent periods) in the manner and amounts provided in U.S. Treasury Regulation Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d5.2(b)(ii), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d5.2(b), other than Section 6.1(d)(i5.2(b)(i) and other than an allocation pursuant to Section 6.1(d)(viSections 5.2(b)(v) and Section 6.1(d)(vii(vi), with respect to such taxable period. This Section 6.1(d)(ii5.2(b)(ii) is intended to comply with the chargeback of items of income and gain requirement in U.S. Treasury Regulation Regulations Section 1.704-2(i)(42(i) (4) and shall be interpreted consistently therewith.

Special Allocations. (a) Notwithstanding any other provision of this Agreement, "partner nonrecourse deductions" (as defined in Regulations Section 6.11.704-2(i)), if any, of the following special allocations LLC shall be made for each taxable period: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 Section 1.704-2(i), and "nonrecourse deductions" (as defined in Regulations Section 1.704-2(b)(1)) of the LLC shall be allocated to the Members in accordance with their Percentage Interests and "excess nonrecourse liabilities" (as defined in Regulations Section 1.752-3(a)), if any, of the LLC shall be allocated to the Members in accordance with their respective Percentage Interests. (ib) Partnership Minimum Gain ChargebackThis 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. Notwithstanding Accordingly, notwithstanding any other provision of this Section 6.1Agreement, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable perioditems of income, each Partner 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 Net Loss or items of Partnership loss or deduction otherwise allocable to a Member hereunder would cause such Member to have an Adjusted Capital Account Deficit as of the end of the taxable year, or other period, to which such Net Loss, or items of loss or deduction, relate (after taking into account the allocation of all items of income and gain for such period taxable period), such Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be allocated to the Members in accordance with Section 6.02 as if such Member were not a Member. (d) Subject to the provisions of Section 6.07, any allocations required to be made pursuant to Section 6.03(a), Section 6.03(b) and Section 6.03(c) (the "Regulatory Allocations") (other than allocations, the effect of which are likely to be offset in the future by other special allocations) shall be taken into account, to the extent permitted by the Regulations, in computing subsequent 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 such Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 6.02 had such Regulatory Allocations under this Section 6.03 not occurred. (e) Notwithstanding anything to the contrary contained herein, each Member shall be allocated for each taxable year, or portion thereof, an amount of gross income and gain (consisting of a pro rata portion of each item of LLC income and gain and, if necessary, income and gain from subsequent periodsyears) equal to the amount of distributions received by such Member pursuant to Section 6.05(b)(ii) in respect of such taxable year. (f) It is intended that prior to a distribution of the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)proceeds from a liquidation of the LLC pursuant to the provisions of Section 11.03, 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted the positive Capital Account balance of each Member shall be determined, and the allocation of income or gain required hereunder shall be effected, prior equal to the application amount that such Member would receive if liquidation proceeds were distributed in accordance with the provisions 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)6.05(c). This Section 6.1(d)(i) is intended Accordingly, notwithstanding anything to comply with the Partnership Minimum Gain chargeback requirement contrary 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 Article VI (other than Section 6.1(d)(i)6.07), except as provided in Treasury Regulation to the extent permissible under Code Section 1.704-2(i)(4)704(b) and the Regulations promulgated thereunder and subject to compliance with the Fractions Rule, 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 Net Income and gain for such period (Net Loss and, if necessary, subsequent periodsitems of gross income and gross deductions, of the LLC for the year of liquidation of the LLC (or, if earlier, the year in which all or substantially all of the LLC assets are sold, transferred or disposed of) in shall be allocated among 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 Members so as to bring the positive Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior each Member as close as possible to the application amount that such Member would receive if the LLC were liquidated and all of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to the net proceeds from such taxable period. This Section 6.1(d)(ii) is intended to comply liquidation were distributed in accordance with the chargeback provisions of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith6.05(c).

Special Allocations. Notwithstanding any other provision of this Section 6.1‎6.1, the following special allocations shall be made for each such taxable period: : (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1‎6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d‎6.1(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(d‎6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(viSections ‎6.1(d)(vi) and Section 6.1(d)(vii‎6.1(d)(vii)). This Section 6.1(d)(i‎6.1(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. . 42 (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 ‎6.1 (other than Section 6.1(d)(i‎6.1(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 period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-1.704- 2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d‎6.1(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(d‎6.1(d), other than Section 6.1(d)(i‎6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(viSections ‎6.1(d)(v) and Section 6.1(d)(vii‎6.1(d)(vi), with respect to such taxable period. This Section 6.1(d)(ii‎6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) [Intentionally Deleted] (iv) Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Section ‎6.1(d)(i) or ‎6.1(d)(ii).

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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 HI-CRUSH PARTNERS LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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 period (and, if necessary, subsequent periods) in the manner and amounts provided in ACCESS MIDSTREAM PARTNERS, L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision of this Section 6.15.01, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(61.704‑2(f)(6), 1.704-2(g)(21.704‑2(g)(2) and 1.704-2(j)(2)(i1.704‑2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d5.01(b), 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(d5.01(b) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(viSections 5.01(b)(vi) and Section 6.1(d)(vii5.01(b)(vii)). This Section 6.1(d)(i5.01(b)(i) is intended to comply with the 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(d)(i5.01(b)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(41.704‑2(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 period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(41.704‑2(i)(4) and 1.704-2(j)(2)(ii1.704‑2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d5.01(b), 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(d5.01(b), other than Section 6.1(d)(i5.01(b)(i) and other than an allocation pursuant to Section 6.1(d)(viSections 5.01(b)(vi) and Section 6.1(d)(vii5.01(b)(vii), with respect to such taxable period. This Section 6.1(d)(ii5.01(b)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(41.704‑2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(d) with respect to such taxable period (other than an allocation pursuant to Section Sections 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 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 NYC:103990_15.DOC shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section Sections 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the The following special allocations shall be made for each taxable periodin the following order: (i) 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain Chargeback. Notwithstanding or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable periodArticle 4, each Partner shall receive such special allocations of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2. 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Article 4, items of income and gain shall be specially allocated to the Partners in a manner that complies with the “qualified income offset” requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3). 4.4.3. In the event that a Partner has a deficit Capital Account balance at the end of any fiscal 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 Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such period (and, if necessary, subsequent periodsfiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)amount of such excess as quickly as possible; provided, 1.704-2(g)(2) and 1.704-2(j)(2)(i)however, or that any successor provision. For purposes of allocation under this Section 6.1(d), each Partner’s Adjusted 4.4.3 shall be made only if and to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all allocations provided for in this Article 4 have been tentatively made as if this Section 4.4.3 were not in this Agreement. 4.4.4. Partner Nonrecourse Deductions shall be determined, and specially allocated to the allocation Partners in the manner in which they share the economic risk of income or gain required hereunder 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 effected, prior specially allocated to the application Partners, pro rata, in proportion to their respective Percentage Interests. 4.4.6. The amounts of any other allocations Partnership income, gain, loss or expense available to be specially allocated 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 4.4 shall be interpreted consistently therewithdetermined 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. (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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each 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(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 This Section 6.1(d)(i6.1 (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 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(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 period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Special Allocations. Notwithstanding any other provision of this Section 6.15.1, the following special allocations shall be made 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 during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d5.1(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(d5.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(viSections 5.1 (d)(v) and Section 6.1(d)(vii(vi)). This Section 6.1(d)(i5.1(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 5.1 (other than Section 6.1(d)(i5.1(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 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(d5.1(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(d5.1(d), other than Section 6.1(d)(i5.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(viSections 5.1(d)(v) and Section 6.1(d)(vii(vi), with respect to such taxable period. This Section 6.1(d)(ii5.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.7041.7041-2(i)(4) and shall be interpreted consistently therewith. (iii) Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specifically allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible, unless such deficit balance is otherwise eliminated pursuant to Section 5.1(d)(i) or (ii).